300 Summers Street Lewis Glasser BBQT Square, Smte 700 Post Office Box 1746 &RollinsPLLC Casey 3 Charleston, WV 25326 LAW OFFICES Telephone 304 345 2000 Telecopier 304 343 7999

---?*"--.e- ~ x Writer's Contact Informanon

aream@,lrcr.corn

Via Hand Delivery Sandra Squire, Director West Virginia Public Service Commission 201 Brooks Street Charleston, WV 25301

Re: Case No. 08-1667-CTV-FA and Case No. 08-1668-CTV-FA Rapid Communications, LLC/ Shentel Cable Company (Gilmer and Nicholas Counties)

Dear Ms. Squire:

Pursuant to the October 24,2008 Commission Orders in the above referenced matters, please find enclosed for filing, an unredacted copy of the materials that were previously submitted with the FCC Form 394, along with attachments. Also enclosed are 12 copies of this filing.

If you have any questions or require further information, please do not hesitate to contact me.

Amr/kam Enclosures .. 1 . Certain Definltlons...... I 2 . Purchase and Sale ...... 9 2.1 Covenant of Purchase and Sale ...... 9 2.2 Excluded Assets ...... 10 2.3 Assumed Liabilities ...... 11 2.4 Consideration ...... :...... 11 2.5 Adjustments to Purchase Price...... 12 2.6 Determination of Adjustments ...... !...... 12 2.7 Allocation of Purchase Price ...... 13 ...... 15 3 . Buyer's Remesentations.. and Warranties 3.1 Organization- of Buyer ...... 15 3.2 Authority ...... 15 3.3 No Conflict: Reauired Consents ...... 15 4. Seller's Representations and Warranties...... 15 4.1 Organization and Qualification of Seller ...... I 15 4.2 Authority ...... 15 4.3 No Conflict: Required Consents ...... 16 4.4 Assets; Title ...... 16 4.5 Real Propem...... 16 4.6 Acauired Contracts ...... I 17 4.7 Employee Benefit and Emplovment Matters ...... 18 4.8 Litigation ...... 19 4.9 System Information ...... 19 4.10 System Financial Information and Reports ...... 19 4.1 1 Governmental Permits: Compliance with LedReauirements ...... 20 4.12 Patents. Trademarks and CopM-id~ts ...... 21 4.13 Accounts Receivable...... 22 4.14 Title to Assets; Sufficiency...... 22 4.15 Insurance Policies ...... 22 4.16 Financial Statements ...... 23 4.17 Taxes ...... 23 4.18 Absence of Certain Changes ...... 23 4.19 Environmental. Health and Safetv Matters ...... 23 4.20 No Other Warranties ...... I ...... 24 5 . Covenants...... ;...... 24 5.1 Certain Affirmative Covenants of Seller ...... J ...... 24 5.2 Certain Negative Covenants of Seller ...... !...... 26 5.3 Reauired Consents ...... J ...... 27 5.4 No ShopDing ...... 27 5.5 Updated Schedules...... 28 5.6 Confidentiality ...... 28 5.7 Emdovee Matters ...... 29 5.8 Title Insurance Commitments ...... 30 5.9 Use of Names and Logos ...... 30

1 5.10 Cooperation as to Subscriber Reimbursements ...... 30 5.1 1 Bulk Sales ...... 31 5.12 Tax Matters ...... 31 5.13 Non-Compete: Non-Solicitation ...... 31 5.13 Shared Contracts ...... 32 5.15 Access and Information ...... 32 5.16 Environmental ...... 33 5.17 Estoppel Certificates ...... 33 5.18 Digital Upaade Cooperation ...... 33 5.19 Transition Planning ...... 33 6 . Conditions Precedent ...... 33 6.1 Conditions to Buyer’s Obligations ...... 33 6.2 Conditions to Seller’s Obligations ...... 35 7 . Closing ...... 36 7.1 Closing: Time and Place ...... 36 7.2 Seller’s Obligations ...... 36 7.3 Buyer’s Obligations ...... 37 8 . Certain Post-Closing Matters and Covenants ...... 38 8.1 Lack of Consent for Transfer of Franchises...... 38 9 . Termination and Default ...... 38 9.1 Termination Events ...... 38 9.2 Effect of Termination ...... 39 10. Indemnification ...... 40 10.1 Indemnification bv Seller ...... 40 10.2 Indemnification by Buyer ...... 40 10.3 Procedure for Indemnified Third Partv Claim ...... 40 10.4 Survival ...... 41 10.5 Determination of Indemnification Amounts and Related Matters ...... 41 10.6 Materiality ...... 41 10.7 Escrow Amount ...... 41 .. 1 1. Miscellaneous Provisions ...... 42 11.1 Expenses ...... 42 11.2 Brokerage ...... 42 11.3 Waivers ...... 42 11.4 Notices ...... 42 11.5 Entire Agreement: Amendments ...... 43 11.6 Binding Effect; Benefits ...... 43 11.7 Headings. Schedules. and Exhibits ...... 43 11.8 Facsimile Signature: Counterparts ...... 44 11.9 Governing Law ...... 34 1 1.10 Dispute Resolution ...... 44 11.11 WAIVER OF TRIAL BY JURY ...... 45 1 1.12 Severability ...... 46 11.13 Third Parties: Joint Ventures ...... 46 11.14 Construction ...... 46 Execution Copy

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (“Ameement”) is made and entered into as of August 6, 2008, by and among Rapid Communications LLC, a Colorado limited liability company (‘bu’),Rapid Acquisition Co., LLC, a Delaware limited liability company (“FLAC” and, together with RCL, “Seller”), and Shentel Cable Company, a Virginia corporation (“Buver”).

Recitals

Seller is in the business of providing cable television service (the “Business”) through cable television systems to subscribers in and around the areas set forth on Exhibit A attached hereto (each a “Svstem” and collectively the “Systems”). Seller desires to sell and Buyer desires to purchase substantially all of the assets of Seller used or useful in connection with the business and operations of the Systems.

Ameements

In consideration of the mutual covenants and promises set forth herein, Buyer and Seller agree as follows:

1. Certain Definitions.

As used in this Agreement, the following terms, whether in singular or plural forms, shall have the following meanings:

“Active Customer” means a subscriber of the applicable service from Seller but excluding (i) any subscriber who is more than two billing periods (which two billing periods constitute no more than 60 days of service) past due in the payment of any amount in excess of $10, (ii) any subscriber who has not paid at least one full month’s payment for the applicable service, (iii) any subscriber whose service is pending disconnection for any reason, and (iv) any subscriber who was obtained since April I, 2008 through marketing or promotional programs not consistent with the past practice of the Business. Notwithstanding the foregoing, “Active Customer” shall not include any subscriber who (A) would be more than two billing periods past due but for the issuance of credits, (B) has received a promotional discount in excess of 25% of the monthly service fee, unless such subscriber has paid two or more bills following the date such credit was used in full or the promotional discount ended or (C) any subscriber whose premises are located in Boone County, West Virginia or Clay County, West Virginia.

“Acquired Contracts” means all Contracts, other than Governmental Permits, that pertain to the ownership, operation and maintenance of the Assets or the Business, or are used or held for use in the Business.

“Adjustment Time” means 1 1:59 p.m. on the Closing Date.

NORTHVA .(lb3438t0nM136 -416519 vi6 “Affiliate” means with respect to any Person, any other Person controlling, controlled by or under common control with such Person, with “control” for such purpose meaning the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities or voting interests, by contract or otherwise.

“Assets” has the meaning given in Section 2.1.

“Assumed Liabilities” means (i) Seller’s obligations to subscribers of the Business for (A) subscriber deposits held by Seller as of Closing, which are refundable, to the extent Buyer receives credit therefor under Section 2.5; (B) subscriber advance payments held by Seller as of Closing, to the extent Buyer receives credit therefor under Section 2.5; and (C) the delivery of cable television service to the subscribers of the Business after Closing; (ii) all accrued liabilities of the Business for which Buyer receives a credit under Section 2.5, and (iii) those obligations and liabilities attributable to periods after Closing under the Acquired Contracts (other than the Contracts that are Excluded Assets) and Governmental Permits; (iv) other obligations and liabilities of Seller only to the extent that there shall be an adjustment in favor of Buyer with respect thereto pursuant to Section 2.5; and (v) all obligations and liabilities arising out of Buyer’s ownership of the Assets or operation of the Business after Closing (other than any Seller Environmental Liabilities).

”Audited Financial Statements” has the meaning given in Section 4.16.

“Automatic Outside Date” has the meaning given in Section 9.1 (d).

“Basic Services” means cable television programming sold to subscribers as a package, including broadcast and satellite service programming for which a subscriber pays a fixed monthly fee, but not including Pay TV.

“Basic Subscribers” means, as of any date and for each System, all Active Customers subscribing to Basic Services.

“Basket Amount” has the meaning given in Section 10.5.

“Business” has the meaning given in the Recitals,

“Business Daf means any day other than Saturday, Sunday or a day on which banking institutions in Denver, Colorado or New York, New York are required or authorized to be closed. “w’has the meaning given in Section 10.5. “Closing” has the meaning given in Section 7.I.

“Closing Cash Pavment” has the meaning given in Section 2.4(b).

“Closing Date” means the date on which Closing occurs. “COBRA Oblirrations” has the meaning given in Section 5.7(e).

“Communications Act” means the Communications Act of 1934, as amended, including the Cable Communications Policy Act of 1984, the Cable Television Consumer Protection and Competition Act of 1992, and the FCC rules and regulations promulgated thereunder, all in effect from time to time.

“Contract” means any written contract, mortgage, deed of trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, purchase order, subscription, right, or other instrument, document, obligation, or agreement, and any oral obligation, right, or agreement, other than Governmental Permits.

“Copvn‘&t Act” means the 1976 Copyright Act, as amended, and the rules and regulations promulgated thereunder, all in effect from time to time.

“Digital Services” means an optional tier of digital programming services offered as a package by the Systems to their customers.

“Earnest Monev Deposit” has the meaning given in Section 2.4(a).

“Encumbrance” means any security agreement, financing statement filed with any Governmental Authority, conditional sale or other title retention agreement, any lease, consignment or bailment given for purposes of security, any lien, mortgage, indenture, pledge, option, encumbrance, adverse interest, constructive trust or other trust, claim, attachment, exception to or defect in title or other ownership interest (including reservations, rights of entry, possibilities of reverter. encroachments, easement, rights-of-way, restrictive covenants leases, and licenses) of any kind, which otherwise constitutes an interest in or claim against property, whether arising pursuant to any Legal Requirement, Contract, or otherwise.

“Environmental Laws” means all applicable federal, state, local statutes, regulations, ordinances, codes, or decrees (including the federal Comprehensive Environmental Response, Compensation and Liability Act and the federal Resource Conservation and Recovery Act, and any similar state statutes) relating to the protection of human health, natural resources or the environment (including the quality of the ambient air, soil, surface water or groundwater).

“Environmental Permits” means all permits, licenses, registrations, and other authorizations required under applicable Environmental Laws.

“Equipment” means all electronic devices, trunk and distribution coaxial and optical fiber cable, amplifiers, line extenders, power supplies, conduit, vaults and pedestals, grounding and pole hardware, subscriber’s devices (including converters, encoders, transformers behind television sets and fittings) and any other distribution equipment, headend hardware (including origination equipment, earth stations, modulators, processors, receivers, character generators, insertion equipment and transmission equipment), test equipment, meters, lashers, TDRs, vehicles, trailers and other tangible personal property owned, leased, used or held for use primarily in connection with the Business.

, NORTHVA .06?41S COW26 ~ 416539 I Ib 3 “Equivalent Basic Units” or “EBUs” means, as of any date and for any System, all Active Customers who subscribe to either Basic Services or Expanded Basic Services, without duplication, of such System who are billed for such service, as the case may be, either in a single household, a commercial establishment or in a multi-unit dwelling (including a hotel unit); provided, that the number of subscribers in a multi-unit dwelling or commercial establishment (each, a “Building”) that obtain service on a “bulk-rate” basis will be determined by dividing the gross bulk-rate billings for both Basic Services and Expanded Basic Services, without duplication, (but, in each case, excluding billings from a la carte tiers, Digital Services or Pay TV, installation or other non-recurring charges, converter rental or new product tiers or fiiom any outlet or connection other than such customer’s first, or from any pass-through charges for sales taxes, line-itemized fkanchise fees, fees charged by the FCC and the like) attributable to such Building during the most recent billing period ended prior to the date of calculation (but excluding billings in excess of a single month’s charge) by the retail rate charged during the billing period to individual households in the applicable service area for Basic Services or combined Basic Services and Expanded Basic Services, according to the level of service provided to a particular Building, from such System as of the most recent billing period (but, in each case, excluding a la carte tiers, Digital Services or Pay TV, installation or other non-recurring charges, converter rental or new product tiers or from any outlet or connection other than the first, or from any pass-through charges for sales taxes, line-itemized franchise fees, fees charged by the FCC and the like). For example, if the gross bulk-rate billings for both Basic Services and Expanded Basic Service (with the exclusions described above) for a multi-unit dwelling for a billing period are $250 and the retail rate charged during that billing period to individual households (with the exclusions described above) is $50, then that multi-dwelling unit will have five (5) EBUs.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and rules and regulations promulgated thereunder and published interpretations with respect thereto.

“Escrow Anent” has the meaning given in Section 2.4(c).

“Escrow Aaeement” has the meaning given in Section 2.4(c).

“Escrow Amount” has the meaning given in Section 2.4(c).

“Excluded Assets” has the meaning given in Section 2.2.

“Excluded Liabilities” has the meaning given in Section 2.8.

“Expanded Basic Services” means an optional tier of video services offered by a System to its customers other than Basic Services, a la carte tiers, premium services, digital video services, pay-per-view television, and Internet.

“FCC”- means the United States Federal Communications Commission, or any successor entity thereto.

“GAAP” means generally accepted accounting principles as in effect in the United States from time to time, consistently applied in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financing Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the accounting profession), which are applicable to the circumstances as of the date of determination.

“Governmental Authoritv” means the United States of America, any state, commonwealth, territory, or possession thereof and any political subdivision or quasi- governmental authority of any of the same, including courts, tribunals, departments, commissions, boards, bureaus, agencies, counties, municipalities, provinces, parishes, and other instrumentalities.

“Governmental Permits” means all franchises, approvals, authorizations, permits, licenses, easements, registrations, qualifications, leases, variances and similar rights that are obtained from any Governmental Authority.

“Hazardous Substances” means any wastes, substances, radiation, or materials (whether solids, liquids or gases): (i) which are hazardous, toxic, infectious, explosive, radioactive, carcinogenic, or mutagenic; (ii) which are or become defined as “pollutants,” “contaminants,” “hazardous materials,” “hazardous wastes,” “hazardous substances,” “chemical substances,” “radioactive materials,” “solid wastes,” or other similar designations in, or otherwise subject to regulation under, or defined pursuant to, any Environmental Laws; (iii) the presence of which on the Real Property cause or threaten to cause a nuisance pursuant to applicable statutory or common law upon the Real Property or to adjacent properties; (iv) including electromagnetic fields, PCBs, mold, methyl-tertiary butyl ether (MTBE), asbestos or asbestos-containing materials, lead-based paints, urea-formaldehyde foam insulation, or petroleum or petroleum products (including crude oil or any fraction thereof); or (v) which pose a hazard to human health, safety, natural resources, employees, or the environment.

“High SDeed Internet Services” means high-speed data services offered by the Systems.

“Hired Em~lovees”has the meaning given in Section 5.7(d).

“Homes Passed” shall mean (i) residential dwelling units, and (ii) multi-unit dwehgs to which Seller has the right to provide service, in each case, at a location no greater than 200 feet fiom the applicable System’s closest existing distribution cable, and any such dwellings which are at a location greater than 200 feet fiom the applicable System’s closest existing distribution cable but which are premises of Seller’s subscribers; provided, however, that (A) unoccupied residential lots shall not be included in the calcdation of Homes Passed, and (B) no dwelling units (whether or not such premises are Seller’s subscribers) located in Boone County, West Virbenia or Clay County, West Virginia shall be included in the calculation of Homes Passed. In calculating “Homes Passed,” each unit in a multi-unit dwelling shall count as one Home Passed.

“HSI Subscribers” means, as of any date and for each System, all Active Customers subscribing to, at a minimum, the lowest level of High Speed Internet Services of such System.

NORTHVA. 063438 01)00?6 - 414539 1’16 5 “Indebtedness” means, as to any Person at a particular time, without dupkation, all of the following, whether or not included as indebtedness or liabilities in accordance with GAM: (i) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, indentures, credit or loan Contracts or other similar instruments; (ii) all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guarantees, surety bonds and similar instruments; (iii) all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business); (iv) indebtedness (excluding prepaid interest thereon) secured by a lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention ageements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse; and (v) all guarantees of such Person in respect of any of the foregoing.

“lntanaibles” means all intangible assets, including subscriber lists, accounts receivable, patents, copyrights and goodwill, if any, that are owned, used or held for use in the Business.

“Judment” means any judgment, writ, order, injunction, award, or decree of any court, judge, justice, or magistrate, including any bankruptcy court or judge, and any order of or by any Governmental Authority.

“knowledae” of any Person of or with respect to any matter means that such Person (if a natural person) or any of the officers, directors, and senior managers of such Person (if not a natural Person) has knowledge, or, after reasonable inquiry of the relevant Person with direct responsibility for the particular subject matter for which the Company is deemed to have “knowledge” would have had knowledge, of such matter.

“Legal Requirements” means applicable common law and any statute, ordinance, code or other law, rule, regulation, order, technical or other standard, requirement, or procedure enacted, adopted, promulgated, applied, or followed by any Governmental Authority, inchding Judgments.

“Liability” means any liability, obligation, debt, loss, damage, adverse claim, fine or penalty (whether direct or indirect, known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, matured or unmatured, determined or determinable, disputed or undisputed, liquidated or unliquidated, or due or to become due, and whether in contract, tort, strict liability or otherwise), and including all costs and expenses relating thereto (including all fees, disbursements and reasonable expenses of legal counsel, experts and consultants and costs of investigation).

“Litigation” means any claim, action, suit, proceeding, arbitration, investigation, hearing, or other activity or procedure that could result in a Judgment, and any notice of any of the foregoing.

“Losses” means any claims, losses, liabilities, damages, Encumbrances, penalties, costs, and expenses, including interest which may be imposed in connection therewith, expenses of investigation, reasonable fees and disbursements of counsel and other experts, and the cost to any

NORTHVA ~ 06343StOMM26 - 416539 vlb 6 Person making a claim or seeking indemnification under this Agreement with respect to funds expended by such Person by reason of the occurrence of any event with respect to which indemnification is sought.

“Management Arrreement” has the meaning given in Section 8.1.

“Management Period’ has the meaning given in Section 8.1.

“Material Adverse Effect” means (i) any event, change, circumstance or effect that is materially adverse to the business, operations, financial condition or results of operations of the Business, taken as a whole, (ii) a material adverse effect on the value of the Assets or the Business or a material increase in the amount of Assumed Liabilities or (iii) a material adverse effect in the ability of Seller to consummate the transactions contemplated by this Agreement or perform its obligations under this Agreement; provided, however, that in no event shall any of the following be taken into account in the determination of whether a Material Adverse Effect has occurred: (A) any change in any Legal Requirement or GAAP, except to the extent such change disproportionately affects (relative to other participants in the industry in which Seller operates) the Business; or (B) any change resulting from conditions affecting any of the industries in which Seller operates or f?om changes in general business, financial, political, capital market or economic conditions, except to the extent such change disproportionately affects (relative to other participants in the industry in which Seller operates) the Business.

“Non-AutoCAD Homes Passed” means those Homes Passed that are not reflected on AutoCAD drawings and schematics previously provided by Seller to Buyer.

“Outside Closing Date” has the meaning given in Section 9.l(c).

“Pav TV” means premium programming services selected by and sold to subscribers on an a la carte basis for monthly fees in addition to the fee for Basic Services.

“PCB- s” are polychlorinated biphenyls. “Permitted Encumbrances” means the following Encumbrances: (i) liens for taxes, assessments and governmental charges not yet due and payable; (ii) zoning laws and ordinances and similar Legal Requirements relating to the Real Property which do not individually or in the aggregate interfere with the right or ability to own, use or operate the Real Property or to convey good, marketable and indefeasible title to such Real Property; (iii) rights reserved to any Governmental Authority to regulate the affected property; (iv) in the case of any leased Asset, (A) the rights of any lessor and (B) any Encumbrance granted by any lessor of such leased Asset; (v) inchoate inaterialmens’, mechanics’, workmen’s, repairmen’s or other like liens arising in the ordinary course of business; (vi) in the case of owned Real Property and other Real Property interests except leased Real Property, any easements, rights-of-way, servitudes, permits, restrictions and minor imperfections or irregularities in title which are reflected in the public records and which do not individuaIly or in the aggregate interfere with the right or ability to own, use or operate the Real Property or to convey good, marketable and indefeasible title to such Real Property; (vii) any Encumbrance (other than an Encumbrance securing a monetary

NORTHVA .06343S 0000?6 - il653Y v16 7 obligation), including, with respect to Real Property, discrepancies and conflicts in boundary lines, shortages in area, encroachments, and any fact which a correct survey and inspection of the property would disclose, that does not individually or in the aggregate interfere with the continued use of the Assets subject thereto in the operation of the Business as currently being used, and which does not materially impair the value of the property subject thereto; (viii) those Encumbrances disclosed on Schedule 4.4 and (ix) items appearing in the Title Commitment or shown on the Survey and, in either case, not objected to by Buyer or waived or deemed waived by Buyer in accordance with the terms of Section 5.8 hereof.

“Person” means any natural person, Governmental Authority, corporation, general or limited partnership, joint venture, limited liability company, trust, association, or unincorporated entity of any kind.

“Personal Property” means all of Seller’s right, title and interest, if any, in and to all tangible personal property at the Real Property, including, without limitation, appliances, furniture, furnishings, equipment, carpeting, draperies and curtains, tools and supplies, decorations, vehicles and other items of personal property located on or used solely in connection with the operation of the Real Property, but specifically excluding those items identified on Exhibit B attached hereto and made a part hereof.

“Phase I Reports” has the meaning given in Section 5.16.

“Purchase Price” has the meaning given in Section 2.4.

“Real Propertv” means all Assets consisting of realty, including appurtenances, improvements and fixtures located on such realty, and any other interests in real property, including fee interests, leasehold interests and easements, but not including any Excluded Assets.

“Receivables” means the accounts receivable, notes receivable and other receivables of the Business, as of the close of business on the Closing Date.

“Release” means any presence, emission, spill, seepage, leak, escape, leaching, discharge, injection, pumping, pouring, emptying, dumping, disposal, migration, or release of Hazardous Substances from any source into or upon the environment, including the air, soil, improvements, surface water, groundwater, sewer, septic system, storm drain, publicly owned treatment works, or waste treatment, storage, or disposal systems.

“Reolacement Contract” has the meaning given in Section 5.14.

“Required Consents” means all franchises, licenses, authorizations, approvals and consents required under Governmental Permits, Acquired Contracts or otherwise for (i) Seller to transfer the Business or any of the Assets to Buyer, (ii) Buyer to conduct the Business and to own, lease, use and operate the Assets at the places and in the manner in which the Business is conducted as of the date of this Agreement and on and after the Closing Date, and (iii) Buyer to assume and perform the Governmental Permits and the Acquired Contracts, all of which are set forth on Schedule 4.3.

8 “Revenue Generating Units” or “RGUs” means the sum of EBUs and HSI Subscribers.

“Seller Environmental Liabilities” means Liabilities under Environmental Laws arising fiom facts, circumstances or conditions existing, initiated or occurring prior to the Closing Date, whether asserted or incurred before or after the Closing Date.

“Shared Contracts” has the meaning given in Section 2.2.

“Svstem” or “Systems” has the meaning given in the Recitals.

“Svstem Financial Information and Reports” has the meaning given in Section 4.10.

“System Shared Contract” has the meaning given in Section 5.14.

“Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto and including any amendment thereof.

“Taxes” means all levies and assessments of any kind or nature imposed by any Governmental Authority or quasi-Governmental Authority, including all income, sales, use, ad valorem, value added, fianchise, severance, net or gross proceeds, withholding, payroll, employment, excise, or property taxes, together with any interest thereon and any penalties, additions to tax, or additional amounts applicable thereto.

“Title Commitments” has the meaning given in Section 5.8.

“Title Companv” has the meaning given in Section 5.8.

“Title Defect” has the meaning given in Section 5.8.

“Title Policies” means the irrevocable written commitment of the Title Company to deliver to Buyer ALTA Form B (1970 Rev.) owner’s policies of title insurance, insuring Buyer‘s fee or leasehold title, as applicable, in each parcel of the Real Property, and endorsed to delete or modify to the satisfaction of Buyer the standard printed exceptions, and to delete or insure over by endorsement any Title Defects, all premiums and charges for which shall have been paid by Buyer.

“Transaction Documents” means a11 instruments and documents executed and delivered by Buyer or Seller or any officer, director, or Affiliate of any of them in connection with this Agreement or the transactions contemplated hereby.

“Transfer Taxes” has the meaning given in Section 5.12(a).

2. Purchase and Sale.

2.1 Covenant of Purchase and Sale. Subject to the terms and conditions set forth in this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase from Seller, for the Purchase Price, all of Seller‘s right, title and interest in the Systems and all of Seller’s real, personal and mixed assets, rights, benefits and privileges, both tangible and intangible, wheresoever situated or located, used, useful or held for use in connection with the conduct of the Business or operation of the Systems (other than the Excluded Assets), including the following (collectively, the “Assets”), free and clear of all Encumbrances except Permitted Encumbrances:

(a) all Personal Property relating to the Systems, including the Equipment;

(b) the Real Property relating to the Systems;

(c) all of the franchises owned by Seller and located in the Systems; (d) the Acquired Contracts;

(e) the Receivables;

(f) all of Sellcr’s intellectual property and proprietary information, technical information and data, machinery and equipment warranties, maps, computer disks and tapes, plans, diagrams, blueprints and schematics relating to the Systems, including filings with the FCC;

(g) all of Seller’s training materials, manuals, technical documents and other information relating to the Systems;

(h) all of Seller’s customer records, personnel records, financial records, other records of every kind, books, documents, files, accounts receivable information and credit history and customer lists relating to, used or held for use by Seller in conducting the business of the Systems, subject ta the right of Seller to have such books and records made available to Seller for a reasonable period, not to exceed the statute of limitations for any claims related to the same; provided, w, Seller shall have the right to retain a copy of such books and records in accordance with its standard record retention policies; provided, however, that Buyer shall have no obligation to maintain or preserve any such books and records for any period longer than the period that Seller would have been required to maintain and preserve such books and records under applicable Legal Requirements had the transactions hereunder not been consummated; and

(i) the Intangibles.

2.2 Excluded Assets. Notwithstanding the provisions of Section 2.1, the Assets shall not include any of the following (the “Excluded Assets”), all rights, titles and interests which are retained by Seller: (i) Contracts for programming and other content (including cable guides) and Contracts to which other cable systems of Seller are subject (including retransmission consent Contracts, master advertising sales Contracts, master pole attachment Contracts, master tower lease Contracts, and master multiple dwelling unit Contracts (but not any subordinate tower lease or multiple dwelling unit System Contracts that incorporate the terms of such master Contracts by reference)) other than any such Contracts (or interests therein) disclosed on Schedule 4.6 (the “Shared Contracts”); (ii) insurance policies and rights and claims thereunder; (iii) bonds, letters of credit, surety instruments, and other similar items; (iv) cash and cash equivalents; (v) subject to Section 5.9, Seller’s trademarks, trade names, service marks, service names, logos, and similar proprietary rights; (vi) customer billing Contracts and related equipment, if not owned by Seller; (vii) assets, rights and properties of Seller used or held for use other than in connection with the Business, unless described as an Asset on a Schedule to this Agreement; (viii) Seller’s rights under any Contract governing or evidencing an obligation of Seller for borrowed money; (ix) all claims with respect to the Business for the period prior to Closing (including claims for refunds or Taxes); (x) Seller’s Tax,corporate, personnel and financial records that are not primarily related to the operation of the Systems; (xi) advertising insertion equipment and advertising sales agency or representation Contracts providing any Person the right to sell available advertising time for a System; (xii) construction and installation agreements; (xiii) intercompany Receivables; (xiv) all items of tangible personal property consumed or disposed of in the ordinary course of business between the date of this Agreement and the Closing Date; (xv) the employee benefit plans and arrangements of Seller and any and all assets associated therewith; and (xvi) the rights, assets, and properties described on Schedule 2.2.

2.3 Assumed Liabilities. AAer Closing, Buyer shall assume, pay, discharge, and perform the Assumed Liabilities. Except only for Assumed Liabilities, Buyer does not assume, and shall not have any responsibiIity for, any liabilities or obligations of Seller, including liabilities or obligations associated with Excluded Assets.

2.4 Consideration. Buyer shall pay to Seller total consideration of $16,116,275, subject to adjustment as provided in Sections 2.5 and 2.6 (as adjusted, the “Purchase Price”), as follows:

(a) Concurrently with its execution of this Agreement, Buyer shall deposit the sum of Five Hundred Thousand Dollars ($500,000) (the “Earnest Money Deposit”), by wire transfer of immediately available funds in an interest-bearing account with SunTrust Bank (the “Deposit Escrow Agent”), to be held by the Deposit Escrow Agent in accordance with the terms and conditions of the Deposit Escrow Agreement dated as of the date hereof by and among Buyer, Seller and the Deposit Escrow Agent (the Earnest Money Deposit, together with any interest or earnings thereon, the “Deposit Escrow Fund”). At Closing, the entire Deposit Escrow Fund shall be released to Seller and applied to the Purchase Price. If this Agreement is terminated without Closing occurring, the Earnest Money Deposit shaIl be released to Seller or released to Buyer, as provided in Section 9.2.

(b) At Closing, Buyer shall pay to Seller the Purchase Price, adjusted in accordance with the Preliminary Adjustments Report the aggregate amount of the Deposit Escrow Fund less the Escrow Amount (the “Closing Cash Pavment”) by wire transfer of immediately available funds to an account designated by Seller.

(c) At Closing, Buyer shall pay One Million Six Hundred Fifty Thousand Dollars ($1,650,000) (the “Escrow Amount”) by wire transfer of immediately available funds to SunTrust Bank, as escrow agent (the “Escrow Anent”), to be held pursuant to and in accordance with the indemnity escrow agreement in substantially the form attached hereto as Exhibit 2.4(c) among Buyer, Seller and Escrow Agent (the “Escrow Azeement”).

NORTHVA. O6343R OOOCZh -1165?9 VI6 11 2.5 Adiustments to Purchase Price. The Purchase Price shall be adjusted as follows:

(a) (i) If the Business has fewer than 18,741 RGUs as of the Closing Date, the Purchase Price shall be decreased by an amount equal to $644.96 multiplied by the difference between (A) 18,741 and (B) the number of RGUs as of the Closing Date; and

(ii) if the Business has fewer than 50,105 Homes Passed as of the Closing Date, the Purchase Price shall be decreased by an amount equal to $78.80 multiplied by the difference between (A) 5 1,128 and (B) the number of Homes Passed as of the Closing Date.

(b) The Purchase Price shall be adjusted on a pro rata basis as of the Adjustment Time for all prepaid expenses (to the extent such prepayments may accrue to Buyer’s benefit), accrued expenses (including rea1 and personal property Taxes and copyright royalties), prepaid income, and advertising Receivables and accounts Receivable of active subscribers (as set forth in Section 2.5(e)), all as determined in accordance with GAAP, and to reflect the principle that (as between Seller and Buyer) all expenses and income attributable to the Business for the period prior to the Adjustment Time are for the account of Seller, and all expenses and income attributable to the Business for the period after the Adjustment Time are for the account of Buyer.

(c) There shall be retained by Seller and credited to the account of Buyer advance payments to, or funds of third parties on deposit with, Seller as of the Adjustment Time and relating to the Business, including advance payments and deposits by subscribers served by the Business for converters, encoders, decoders, cable television service and related sales.

(d) There shall be credited to the account of Seller and become the property of Buyer (but only to the extent that Buyer is entitled to the benefit or value thereof after Closing), deposits relating to the Business that are held by third parties as of the Adjustment Time for the account of Seller or as security for Seller’s performance of its obligations (other than with respect to Excluded Assets and any other deposits the full benefit of which shall not be available to Buyer following the Adjustment Time), including deposits on leases and deposits for utilities.

(e) Seller shall be entitled to a credit in the amount of 95% of the face amount of the Systems’ accounts receivable as of the Closing Date that are sixty (60) days or Iess past due as of the Closing Date.

2.6 Determination of Adiustments. Preliminary and final adjustments to the Purchase Price shall be determined as follows:

(a) No later than fifteen (1 5) days prior to Closing, Seller shall deliver to Buyer a report in a form reasonably satisfactory to Buyer (the “Preliminarv Adiustments Report”), certified as to completeness and accuracy by Seller, showing in detail the preliminary determination of the adjustments referred to in Section 2.5, which are calculated as of the Closing Date, and any documents substantiating the adjustments proposed in the Preliminary Adjustments Report. The net adjustment shown in the Preliminary Adjustments Report shall be reflected as an adjustment to the Purchase Price payable at Closing. (b) (i) Within sixty (60) days after Closing, Buyer shall deliver to Seller a report (the “Final Adjustments Report”), certified as to completeness and accuracy by Buyer, showing in detail the final determination of all adjustments to the Purchase Price that were not calculated as of the Closing Date and containing any corrections to the Preliminary Adjustments Report, together with any documents substantiating the adjustments described in the Final Adjustments Report. Seller shall notify Buyer of any objections that Seller may have to the Final Adjustments Report within twenty-five (25)business days after receipt of the Final Adjustments Report. If Seller does not notify Buyer in writing of any objections to the Final Adjustments Report prior to the end of such twenty-five (25) business day period, Seller shall be deemed to have approved the Final Adjustments Report for purposes of the adjustment to be made pursuant to this Section 2.6(b). If Seller notifies Buyer in writing of any objections to the Final Adjustments Report prior to the end of such twenty-five (25)business day period, Buyer and Seller shall attempt to resolve the differences between the parties in good faith for a period of fifteen (1 5) days after the date of Buyer’s receipt of such notice of objections, If Seller and Buyer resolve such differences within such period, the determination of the parties shall be conclusive and binding on the parties. If any such differences cannot be resolved within such fifteen (15) day period, the disputed items shall be referred promptly to a mutually satisfactory independent certified public accounting firm of national reputation which has not been retained by Seller or Buyer during the one (1) year period preceding the date of such referral, or other expert as is mutually agreed to by Seller and Buyer, and which has agreed to meet the time deadlines imposed herein. The determination of such firm with respect to such disputed items shall be made within thirty (30) days aRer the date of its appointment and shall be conclusive and binding on Seller and Buyer. Such firm or expert shall make such determination in accordance with the relevant provisions of this Agreement and shall not award an amount more favorable to Buyer than the corresponding amounts claimed by Buyer on its Final Adjustments Report or more favorable to Seller than the corresponding amounts claimed by Seller in its notice of dispute. Seller and Buyer shall each pay one-half of the fees of such firm or expert.

(ii) (A) If the final adjustments result in an increase to the Purchase Price, then Buyer shall pay to Seller, by wire transfer of immediately available funds, the amount of such increase; or

(B) if the final adjustments result in a decrease to the Purchase Price, then Seller shall pay to Buyer, by wire transfer of immediately available funds, the amount of such decrease.

2.7 Allocation of Purchase Price. Buyer and Seller will use their commercially reasonable efforts to agree on an allocation of the Purchase Price (excluding transaction costs incurred by each of them) within one hundred eighty (1 80) days after the Closing. Upon such agreement, each of Buyer and Seller will complete Form 8594, Asset Acquisition Statement of Allocation, consistent with such mutually agreed allocation and each will file a copy of such form with its federal income tax return for the applicable tax year, and will file all returns and reports with respect to the transactions contemplated by this Agreement, including all federal, state and local tax returns, on the basis of such allocation. Buyer and Seller further agree not to take any position inconsistent with such mutually agreed allocation for any tax purpose. If, after good-faith efforts, Buyer and Seller are unable to agree upon an allocation within one hundred eighty (1 80) days after the Closing, then each party will be free to report its own position to the Internal Revenue Service and other taxing authorities. Each of Buyer and Seller shall provide the other party with such information as may reasonably be requested by such other party in connection with the preparation of any tax return, tax audit or tax judicial proceeding that relates to the Business.

2.8 Excluded Liabilities. Specifically, and without in any way limiting the generality of Section 2.3, the Assumed Liabilities shall not include, and in no event shall Buyer assume, agree to pay, discharge or perform, and Seller shall continue to be responsible for, any and all liabilities and obligations of Seller other than the Assumed Liabilities (the “Excluded Liabilities”), including all Liabilities:

(a) relating to, resulting fi-om, or arising out of the conduct of the Business prior to the Closing, including any obligation of Seller for the payments of wages, benefits or earned vacation to employees;

(b) for any and all Indebtedness relating to the Business that exists on the Closing Date;

(c) relating to, resulting fiom, or arising out of claims based on violations of Legal Requirements prior to the Closing;

(d) arising from any Litigation relating to any act or omission occumng on or prior to the Closing;

(e) pertaining to any Excluded Asset; (0 under or relating to any employee benefit plan (as defined in ERISA), including any liability to make any payment or payments to any Person thereunder as a result of the transactions contemplated hereby (including any employee severance or similar liability), whether or not such liability arises prior to, on or following the Closing Date;

(g) arising or incurred in connection with the negotiation, preparation and execution hereof and the transactions contemplated hereby and any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of Seller;

(h) with the exception of Taxes allocated to Buyer pursuant to Section 2.5(b) and Section 5.12, any and all liabilities for (i) Taxes of Seller, (ii) Taxes that relate to the Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending on or before the Closing Date and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written);

(i) interest and penalties related to any payment obligations to third parties assumed by Buyer for which payment was delinquent at the date of Closing; and

(j) that are Seller Environmental Liabilities.

‘,,NOKJHVA. Ub3138 OUOOZb -416539 vi6 14 3. Buyer’s Representations and Warranties. Buyer represents and warrants to Seller, as of the date of this Agreement and as of Closing, as follows:

3.1 Organization of Buyer. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the Commonwealth of Virginia, and has all requisite power and authority to own and lease the properties and assets it currently owns and leases and to conduct its activities as such activities are currently conducted. Buyer is duly qualified to do business as a foreign corporation and is in good standing in all jurisdictions in which the ownership or leasing of the properties and assets owned or leased by it or the nature of its activities makes such qualification necessary.

3.2 Authority. Buyer has all requisite power and authority to execute, deliver, and per?orm this Agreement and consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby by Buyer have been duly and validly authorized by all necessary action on the part of Buyer. This Agreement has been duly and validly executed and delivered by Buyer, and is the valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except insofar as enforceability may be limited or affected by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect affecting creditors’ rights generally or by principles governing the availability of equitable remedies.

3.3 No Conflict; Required Consents. The execution, delivery, and performance by Buyer of this Agreement and the Transaction Documents to which it is a party do not and will not: (i) conflict with or violate any provision of the charter or bylaws of Buyer; (ii) violate any provision of any Legal Requirements; (iii) conflict with, violate, result in a breach of, constitute a default under, accelerate, or perrnit the acceleration of the performance required by, any Contract or Encumbrance to which Buyer is a party or by which Buyer or the assets or properties owned or leased by it are bound or affected; or (iv) require any consent, approval, or authorization of, or filing of any certificate, notice, application, report, or other document with, any Governmental Authority or other Person.

4. Seller’s Representations and Warranties. Seller represents and warrants to Buyer, as of the date of this Agreement and as of Closing, as follows:

4.1 OrEanization and Oualification of Seller. RCL is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Colorado and RAC is a limited IiabiIity company duly organized, validly existing, and in good standing under the laws of the State of Delaware. Seller has all requisite power and authority to own and lease the properties and assets it currently owns and leases and to conduct its activities as such activities are currently conducted. Seller is duly qualified to do business as a foreign limited liability company and is in good standing in all jurisdictions in which the ownership or leasing of the properties and assets owned or leased by it or the nature of its activities makes such qualification necessary.

4.2 Authority. Seller has all requisite power and authority to execute, deliver, and perform this Agreement and consummate the transactions contemplated by this Agreement. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated by this Agreement on the part of Seller have been duly and validly authorized by all necessary action on the part of Seller. Thls Agreement has been duly and validly executed and delivered by Seller, and is the valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except insofar as enforceability may be limited or affected by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect affecting creditors’ rights generally or by principles governing the availability of equitable remedies.

4.3 No Conflict: Rewired Consents. Except as described on Schedule 4.3,the execution, delivery, and performance by Seller of this Agreement and the Transaction Documents to which it is a party do not and will not: (i) conflict with or violate any provision of the Articles of Organization or Operating Agreement of Seller; (ii) violate any provision of any Legal Requirements; (iii) conflict with, violate, result in a breach of, constitute a default under, accelerate, or permit the acceleration of the performance required by, any Contract or Encumbrance to which Seller is a party or by which SeIler or the assets or properties owned or leased by it are bound or affected; (iv) result in the creation or imposition of any Encumbrance against or upon any of the Assets; or (v) require any consent, approval or authorization of, or filing of any certificate, notice, application, report, or other document with, any Governmental Authority or other Person.

4.4 Assets: Title. Seller has good and marketable title to (or, in the case of Assets that are leased, valid leasehold interests in) the Assets. The Assets are free and clear of all Encumbrances of any kind or nature, except (a) Permitted Encumbrances, (b) restrictions stated in, or generally appIicable to, the Governmental Permits, and (c) Encumbrances disclosed on Schedule 4.4which will be removed and released at Closing. The Assets include sufficient inventory and spare parts to operate the Business for thirty (30) days.

4.5 Real Property.

(a) Interests. All of the Assets consisting of Real Property are described on Schedule 4.5.

(b) Leases. To Seller’s knowledge and except as set forth on Schedule 4.5, there are no leases, concessions or occupancy agreements in effect with respect to the Real Property other than the leases set forth on Schedule 4.5 (and such schedule is accurate in all material respects and lists all leases currently affecting the Real Property or any portion thereof). True and complete copies of each of the leases set forth on Schedule 4.5 have been delivered to Buyer. To Seller’s knowledge, each of the leases is in full force and effect and no party is in default under any lease in any material respect.

(c) No Violations. There is not now pending any action, suit or proceeding before any court or governmental agency or body against the Seller that would prevent Seller from performing its obligations under this Agreement. To Seller’s knowledge, Seller has not received, prior to the date hereof, any written notification from any governmental or public authority that the Real Property or any portion thereof is in violation of any applicable fire,

NORTHVA -ob3418,OWO?b. 416539 \I6 16 health, building use, occupancy or zoning laws where such violation remains outstanding and, if unaddressed, would have a Material Adverse Effect on the use of the Real Property as currently owned and operated.

(dj Condemnation. No condemnation, eminent domain or similar proceedings are pending or, to Seller’s knowledge, threatened, with regard to the Real Property.

(e) No Assessments. Seller has not received any notice of any pending or threatened liens, special assessments, impositions or increases in assessed valuations to be made against the Real Property or any portion thereof.

4.6 Acquired Contracts.

(a) Except for the Acquired Contracts described on Schedule 4.6, and (1) subscription agreements for cable services provided to residential customers in the ordinary course of business (excluding multiple dwelling unit and commercial accounts), (2) Contracts included in the Excluded Assets, and (3) Governmental Permits, Seller is not bound or affected by any of the following that relate to the Business: (i) leases of real or personal property (whether as lessor or lessee); (ii) programming Contracts; (iii) retransmission consent agreements; (it’) Contracts relating to the sale of advertising on any System; (v) Contracts granting Seller any right to attach or place any Equipment to poles or within conduits, crossings or rights-of-way, or similar Contracts; (vi) Contracts granting any Person an Encumbrance on or against any of the Assets; (vii) Contracts of employment, or Contracts with consultants or independent contractors; (viii) Contracts pertaining to the use by Seller of any intellectual property or proprietary information of any other Person; (ixj any Contract imposing non-monetary obligations; (x) any Contract requiring payment of greater than $5,000 annually; (xi) any settlement agreements or other Contracts for the licensing of any patents with respect to the Business; or (xii) Contracts other than those described in any other clause of this Section 4.6(a) that are material to the operation of the Business.

(bj Seller has delivered to Buyer true and complete copies of each of the Acquired Contracts required to be listed in Schedule 4.6, including any amendments thereto (or, in the case of oral Acquired Contracts, true and complete written summaries thereof). Except as described in Schedule 4.6: (i) each of the Acquired Contracts is valid, in full force and effect and constitutes a binding obligation of the Seller party thereto in accordance with the terms thereof and, to the knowledge of Seller, of each of the other parties thereto; and (ii) there has not occurred any breach or default (or event that with notice or the lapse of time, or both, would constitute a breach or default) by Seller nor, to the knowledge of Seller, has there occurred any breach or default (or event that with notice or the lapse of time, or both, would constitute a breach or default) by any Person other than Seller under any material provision of any of the Acquired Contracts.

(c) Schedule 4.6(cl sets forth all of the retransmission consent agreements of the Business and, with respect to each such agreement, all monetary and other consideration payable by Seller thereunder.

17 4.7 Employee Benefit and Employment Matters.

(a) Schedule 4.7 includes a completeand correct list of names and positions of all employees of Seller engaged primarily in the operation of the Business. Seller has provided to Buyer a complete and correct schedule describing the current hourly wages or monthly salaries and other Compensation of each employee described on Schedule 4.7. Seller has complied in all material respects with all Legal Requirements relating to the employment of labor in the Business, including ERISA, continuation coverage requirements with respect to group health plans, and those relating to wages, hours, collective bargaining, unemployment compensation, worker’s compensation, equal employment opportunity, age and disability discrimination, immigration control and the payment and withholding of taxes.

(b) Seller is not a party to any contract with any labor organization applicable to any of the Systems, and Seller has not recognized or agreed to recognize and is not required to recognize any union or other collective bargaining unit with respect to any of the Systems. No union or other collective bargaining unit has been certified as representing any System employees, nor has Seller received any requests from any Person for recognition as a representative of System employees for collective bargaining purposes. To Seller’s knowledge, no System employees are engaged in organizing activity with respect to any labor organization. Seller has no employment agreement of any kind, oral or written, express or implied, that would require Buyer to employ any Person after Closing.

(c) The Assets are not, and there is no existing factual basis for them to become, subject to a lien imposed under the Code or under Title I or Title N of ERISA, including liens arising by virtue of Seller being considered to be aggegated with another entity pursuant to Section 414 of the Code (the Seller and any such other entity, the “ERISA Controlled Group”).

(d) Neither Seller nor any member of the ERISA Controlled Group has sponsored, contributed to or had an “obligation to contribute” (as defined in ERISA Section 4212) to a “multiemployer plan” (as defined in ERISA Sections 4001(a)(3) or 3(37)(A)) on behalf of any employees.

(e) Neither Seller nor any member of the ERISA Controlled Group has at any time sponsored or contributed to a “single employer plan” (as defined in ERISA Section 4001 (a)( 15)) to which at least two or more of the “contributing sponsors” (as defined in ERISA Section 4001(a)( 13)) are not part of the same ERISA Controlled Croup.

(f) All of Seller’s employee benefit plans (as defined in ERISA) that are intended to satisfy the requirements of Section 401 of the Code from which assets may be involved in a “direct rollover” (as defined in Section 401(a)(31) of the Code) or other transfer to a retirement plan maintained by Buyer have complied with the applicable requirements of the Code.

18 4.8 Litigation. Except as described on Schedule 4.8, there is no Litigation pending or, to Seller’s knowledge, threatened, or any Judgment outstanding, involving or affecting any part of the Business or Assets.

4.9 System Infomation.

(a) Schedule 4.9 sets forth a true and accurate description of the following information relating to each System by headend and/or franchise, as applicable:

(i) a description of the Basic Services, Digital Services, High Speed Internet Services and other services (e.g., Expanded Basic Services, Pay TV and a la carte services available from the Systems), and the rates charged by Seller therefor, including all rates, tariffs and other charges for cable television or other services provided by the Systems;

(ii) the stations and signals carried by the Systems and the channel position of each such signal and station;

(iii) the cities, towns, villages, boroughs and counties served by the Systems;

(iv) the approximate total number of miles of cable plant of the Systems;

(v) the approximate number of Homes Passed and the approximate number of Non-AutoCAD Homes Passed;

(vi) the bandwidth capacity of the Systems specified in Mhz and the number of channels activated throughout the Systems;

(vii) the approximate number of Basic Subscribers and Equivalent Basic Units of the Systems; and

(viii) the Governmental Permits with respect to the Business, which Governmental Permits are, except as set forth on Schedule 4.9, currently in full force and effect, not in default, and valid under a11 applicable Legal Requirements according to their terms.

(6) Except as set forth on Schedule 4.9 and other than direct broadcast satellite services providers, to Seller’s knowledge, (i) other than the Systems, there are no other providers of cable television services that have constructed, or publicly announced plans to construct, plant for the provision of cable television services within the service areas of the Systems.

4.10 Svstem Financial Information and Reports. Seller has delivered to Buyer a true and correct copy of its unaudited, internal report showing revenues, recurring charges, direct costs for programming and subscribers for the Systems for the twelve month period ended June 32,2008, together with (a) the aggregate number of subscribers for each of Basic Services, Digital Services and High Speed Internet Services, and (b) the net monthly connects and

NORTHVA - 061438400026~416539 vlb 19 disconnects for subscribers of Basic Services, Digital Services and High Speed Internet Services on a monthly basis for each month from July 2007 through and including June 2008 (coIlectively, the “Svstem Financial Information and Reports”). The System Financial Information and Reports (1) were used to account for the operations of the Systems in the preparation of the Audited Financial Statements for the respective periods covered thereby, (2) were prepared on a consistent basis from period to period from the books and records of Seller regularly maintained for the Systems, (3) present fairly in all material respects the results of operations of the Systems as operated by Seller for the respective periods covered thereby, and (4)are consistent, in all material respects, with the Audited Financial Statements.

4.1 1 Governmental Permits: Compliance with Legal Requirements.

(a) Schedule 4.1 1 (a) is a true, correct and complete list of all material Governmental Permits of the Business held by Seller, copies of which have been made available Buyer. Such Governmental Permits constitute all material Governmental Permits that are necessary to enable Seller to carry on the Business. All such Governmental Permits are valid, binding and in full force and effect in all material respects, and are not currently subject to any pending or threatened proceeding, application, petition, suit, claim, objection, pleading, or other filing or notification by any Governmental Authority or other Person that questions the Governmental Permits’ validity or continued applicability, or that indicates that they will not be renewed. Except as set forth on Schedule 4.1 l(a), Seller is in full compliance with all of the terms and requirements of each such Governmental Permit and no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) (i) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any such Governmental Permit, or (ii) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any such Governmental Permit. Seller has not received any notice or other communication (in writing) from any Governmental Authority or any Person, and Seller is not aware of any facts or circumstances that might cause it to receive such notice, regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any such Governmental Permit, or (E?) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any such Governmental Permit. Schedule 4.1 l(a) identifies with an asterisk each Governmental Permit set forth therein which by its terms cannot be transferred to Buyer at the Closing.

(b) Except as set forth on Schedule 4.1 1(b), the ownership, leasing and use of the Assets as they are currently owned, leased and used, and the conduct of the Business as it is currently conducted, comply in all material respects with all applicable Legal Requirements, including the Communications Act and the Copyright Act. Seller has received no notice claiming a violation by Seller or the Business of any Legal Requirement applicable to the Systems or the Business as it is currently conducted and Seller is not aware of any facts or circumstances that might cause Seller to receive such a notice.

(c) Seller is permitted under all applicable Governmental Permits and Legal Requirements (including FCC rules, regulations and orders) to distribute the transmissions (whether television, satellite, radio or otherwise) of video programming or other information that Seller makes available to subscribers of each System and to utilize all canier frequencies generated by the operation of each System, and is licensed to operate all the facilities required by law to be licensed, except where the failure to have the necessary permit or authorization would not have a material adverse effect on the Business. Seller has deiivered to Buyer complete and correct copies of all notices and requests from the FCC or the United States Copyright Office relating to Seller’s operation of the Systems during the period of Seller’s ownership of the Systems and any FCC-licensed or registered facility used in conjunction with Seller’s operation of the Systems that have been received by Seller. No written requests have been received by Seller, during the period of Seller’s ownership of the Systems, from the FCC, the United States Copyright Office or any other Person challenging or questioning the right of Seller’s operation of any System or any FCC-licensed or registered facility used in conjunction with Seller’s operation of any System. Seller has not violated, in any material respect, any Legal Requirements or any duty or obligation with regard to protecting the privacy or other rights of any past or present subscribers of the Systems.

(d) Except as set forth on Schedule 4.1 1(dl, Seller has submitted to the FCC, and, where applicable, other Governmental Authorities all material filings with respect to the Systems and the Business, including cable television registration statements, current annual reports, aeronautical frequency usage notices, and current cumulative leakage index reports, that are required under the Communications Act. Each System is in material compliance with signal leakage criteria prescribed by the FCC, is in material compliance with the must-carry and retransmission consent provisions of the Communications Act, as well as with all provisions or terms in Seller’s must-carry elections or retransmission consent agreements.

(e) All necessary United States Federal Aviation Administration approvals have been obtained and all related notifications have been submitted and are effective with respect to the height and location of towers included in the Assets and all FCC antenna structure registrations have been filed with respect to such towers.

(0 Except as set forth on Schedule 4.1 lCQ, the notice contemplated by Section 626 of the Communications A’ct has been timely filed with respect to all System franchises included in the Governmental Permits (other than Excluded Franchises) that expire within thirty months following the date of this Agreement.

(g) Schedule 4.1 1(E) lists the stations within the Systems that have elected must-cany or retransmission consent status pursuant to the Communications Act. Except as described on Schedule 4.1 l(&, each station camed by the Systems is carried pursuant to a written retransmission consent agreement, written must-carry election or other written programming agreement, copies of which have been delivered to Buyer.

(h) All customer bills accurately reflect any assessments in connection with any franchise fees or other fees or assessments levied by any Governmental Authority that may be passed through to subscribers.

4.12 Patents, Trademarks and Copyi& ts. Seller has timely and accurately made all requisite filings and payments with the Register of Copyrights and is otherwise in compliance with all applicable rules and regulations of the United States Copyright Office. Seller has delivered to Buyer complete and correct copies of all current reports and filings, and all reports and filings for the past twelve months, made or filed pursuant to copyright rules and regulations with respect to the Business. As relates to the Business, except as described on Schedule 4.12, Seller does not possess any patent, patent right, trademark or copyright and is not party to any license or royalty agreement with respect to any patent, trademark or copyright except for licenses respecting program material and obligations under the Copyright Act applicable to cable television systems generally. Except as described on Schedule 4.12, the operation of the Business as currently conducted does not violate or infringe upon the rights of any Person in any copyright, trademark, service mark, patent, license, trade secret or the like. Except as described on Schedule 4.12, Seller has received no correspondence from the United States Copyright Office relating to any statements of account, reports or other filings submitted to the United States Copyright Office.

4.13 Accounts Receivable.

(a) All of Seller’s existing Receivables relating to the Systems represent valid obligations of customers of Seller arising from bona fide transactions entered into in the ordinary course of business. Schedule 4.13 sets forth Seller’s existing Receivables, together with an aging report for such Receivables.

(b) Since March 3 1,2008, all collection activity and issuance of service credits of Seller with respect to the Receivables has been carried out in the ordinary course of business consistent with past practice.

4.14 Sufficiency of Assets. Other than the Excluded Assets, the Assets (a) constitute all of the assets, tangible and intangible, of any nature whatsoever, used in the operation of the Business as currently conducted and (b) are sufficient for Buyer to conduct the Business from and after Closing in the ordinary course of business and without interruption, as it has been conducted by Seller and Seller’s Affiliates.

4.15 Lnsurance Policies. Schedule 4.15 contains a true, correct and complete list of all insurance policies carried by or for the benefit of Seller and covering the Assets or the Business, specifylng the insurer, the amount of and nature of coverage, the risk insured against, the deductible amount (if any) and the date through which coverage shall continue by virtue of premiums already paid. Such insurance policies evidence all of the insurance that Seller is required to cany pursuant to its Contracts and Legal Requirements. Such insurance policies are currently in fill force and effect and will remain in full force and effect through their current terms. True, correct and complete copies of all insurance policies of Seller currently in effect have been delivered by Seller to Buyer. No insurance that Seller has ever carried has been canceled nor, to Seller’s knowledge, has any such cancellation been threatened. Seller has never been denied coverage nor, to Seller’s knowledge, has any such denial been threatened. Seller has been covered during the past three (3) years by insurance in scope and amount customary and reasonable for the businesses in which it has engaged during the aforementioned period. Schedule 4.15 also describes any self-insurance arrangements affecting Seller. 4.16 Financial Statements. Schedule 4.16 contains true and complete copies of the audited consolidated balance sheet of Seller at December 3 1,2007 and the related audited consolidated statements of results of operations and cash flows of Seller for the year then-ended, accompanied by the reports thereon of Seller’s Auditors (collectively, the “Audited Financial Statements”). The Audited Financial Statements (a) have been prepared based on the books and records of Seller; (b) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated; and (c) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of Seller as at the dates thereof and for the respective periods indicated therein.

4.1 7 Taxes. Seller has filed all Tax Returns that it was required to file with respect to the Business. All such Tax Returns were correct and complete in all material respects. All Taxes due and owing by Seller with respect to the Business (whether or not shown on any Tax Return) have been paid. There are no liens for Taxes (other than Taxes not yet due and payable) upon any of the Assets. Seller has withheld in connection with amounts paid or owing to any employee, independent contractor, creditor, member or other third party with respect to the Business, and all Forms W-2 and 1099 required with respect thereto have been properly completed and timely filed.

4.1 8 Absence of Certain Changes. Since December 3 1,2007, (a) Seller has camed on and operated the Business in the ordinary course and (b) there has been no Material Adverse Effect and there has been no event, change, circumstance or effect that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect,

4.19 Environmental Matters.

(a) Except as set forth in Schedule 4.19(a), Seller’s conduct of the Business is and has been in material compliance with all Environmental Laws and Seller has no Liability under Environmental Laws;

(b) Except as set forth in Schedule 4.19(b), Seller possesses and is in material compliance with all Environmental Permits required under such Environmental Laws to operate the Business as it presently operates;

(c) A true, correct and complete list of all such Environmental Permits is set forth in Schedule 4.19k);

(d) Except as set forth in Schedule 4.19(d), all such Environmental Permits are transferable and none requires consent, notification or other action to remain in full force and effect following the Closing;

(e) Except as set forth in Schedule 4.19(e), there has been no Release of Hazardous Substances at, on, under or from the Real Property and there are no other facts, circumstances or conditions, existing, initiated or occurring prior to the Closing Date, that have or will result in Liability under Environmental Laws; (f) Except as set forth in Schedule 4.19(f), Seller has not received any written communication from a third party, including a Governmental Authority, alleging that Seller’s conduct of the Business is in violation of or that Seller has Liability under any Environmental Laws, which allegation is not fully resolved;

(6) Except as set forth in Schedule 4.19(&, Seller has not received any written notification alleging that it is liable for or requesting information pursuant to section I04(e) of the Comprehensive Environmental Response, Compensation and Liability Act or a similar state statute, concerning any Release or threatened Release of Hazardous Substances at any location used in connection with the Business, which is not fully and finally resolved;

(h) Except as set forth on Schedule 4.19(h), no authorization, notification, recording, filing, consent, waiting period, remediation, or approval is required under any Environmental Law in order to consummate the transactions contemplated hereby;

(i) Except as set forth on Schedule 4.19(i), none of the following is present at the Real Property: (i) underground improvements, including treatment or storage tanks, or underground piping associated with such tanks, used currently or in the past for the management of Hazardous Substances; (ii) any dump or landfill or other unit for the treatment or disposal of Hazardous Substances; (iii) filled in land or wetlands; (iv) PCBs; (v) toxic mold; (vi) lead-based materials; or (vii) asbestos-containing materials; 6) Seller has hrnished to Buyer true, correct and complete copies of all environmental assessments, reports, audits and other documents in its possession or under its control that relate to Seller’s compliance with Environmental Laws in connection with the Business or the environmental condition of the Real Property or any other real property that Seller currently or formerly has owned, operated, or leased in connection with the Business. Any infomation that Seller has furnished to Buyer concerning the environmental condition of any real property, prior uses of the Real Property, or Seller’s compliance with Environmental Laws is accurate and complete; and

(k) Except as set forth on Schedule 4.19(k), Seller has not arranged, by Contract, or otherwise, for the transportation, disposal or treatment of Hazardous Substances in connection with the Business at any location such that it is or could be liable for remediation of such location pursuant to Environmental Laws.

4.20 No Other Warranties. Except as otherwise stated in this Article 4, Seller makes RO representations or warranties whatsoever with respect to the Business, the System or the Assets, and disclaims all implied warranties.

5. Covenants.

5.1 Certain Affirmative Covenants of Seller. Except as Buyer may otherwise consent in writing, between the date of this Agreement and Closing Seller shall:

NORTHVA - Oh>43S*OOW?b- 416539 vlb 24 (a) operate the Business only in the usual, regular, and ordinary course and in accordance with past practices and, to the extent consistent with such operation, use its best efforts to (i) preserve the current business organization of the Business intact (including completing planned line extensions, placing conduit or cable in new developments and fulfilling installation requests, all consistent with past practice), (ii) continue normal marketing, advertising, and promotional expenditures with respect to the Business, and (iii) preserve any beneficial business relationships with all customers, suppliers and others having business dealings with Seller relating to the Business;

(b) (i) maintain the Assets in good condition and repair in the ordinary course of its business consistent with past practice. ordinary wear excepted, (ii) maintain inventories of spare Equipment consistent with past practice; (iii) maintain in full force and effect the policies of insurance with respect to the Assets and the Business, in such amounts and with respect to such risks as are customarily maintained by operators of cable television systems of the size and in the geographic location of the Business, (iv) continue to implement its procedures for disconnecting and discontinuance of service to subscribers whose accounts are delinquent, in accordance with past practice, (v) maintain its existing business relationships related to the Assets with its customers, suppliers and others with whom it has a business relationship, (vi) presewe and protect the Assets and not incur any new material liabilities which could result in a claim against Seller or any Asset, and (vii) complete all maintenance obligations required with respect to the Assets in the ordinary course of business.

(c) (i) duly comply with all applicable Legal Requirements; (ii) perform all of its obligations under all of the Acquired Contracts and Governmental Contracts without material breach or default and (iii) maintain its books, records, and accounts in the usual, regular, and ordinary manner on a basis consistent with past practices;

(d) (i) give to Buyer, and its counsel, accountants, appraisers and other representatives, full access during normal business hours to the premises of Seller and the Business, the Real Property, all of the Assets, Seller's books and records, and the personnel of the Business; (ii) furnish to Buyer and such representatives all such additional documents (certified by an officer of Seller, if requested), financial information, and other information as Buyer may from time to time reasonably request; and (iii) cause Seller's accountants to permit Buyer and its accountants to examine the records and working papers pertaining to its audits and other reviews of the System Financial Information and Reports;

(e) promptly notify Buyer of any circumstance, event, or action by Seller or otherwise (i) which, if known at the date of this Agreement, would have been required to be disclosed in or pursuant to this Agreement, or (ii) the existence, occurrence, or taking of which would result in any of the representations and warranties of Seller in this Agreement or in any Transaction Document not being true and correct when made or at Closing, and, with respect to clause (ii), use its best efforts to remedy the same; (0 within fifteen (15) days or sooner (if available) after the end of each fiscal month ending after the date hereof and prior to Closing, deliver to Buyer such monthly financial

NORTH'VA - 0631?8'0000?6~416539 \,I6 25 and operating reports for the Systems which shall include all information set forth in the System Financial lnformation and Reports;

(9) promptly deliver to Buyer true and complete copies of all subscriber billing reports and subscriber billing account receivable aging reports and any reports with respect to the operation of the Business prepared by or for Seller at any time from the date of this Agreement until Closing, in each case as routinely provided to senior management of Seller, and any other similar materials which Buyer reasonably may request; and

(h) promptly take all actions in order for the Systems to be in compliance with the Emergency Alert System standards issued pursuant to Title 47, Part 11, Subparts A-E of the Code of Federal Regulations, as may be amended or modified from time to time.

5.2 Cir.Except as Buyer may otherwise consent in writing, or as contemplated by this Agreement, between the date of this Agreement and Closing Seller shall not:

(a) itself, or permit any of its oficers, directors, shareholders, agents or employees to, pay any of Seller’s subscriber accounts receivable (other than for service to their own residences) prior to Closing;

(b) modify, terminate, renew, suspend, or abrogate any Acquired Contract or enter into any new Contract that would become an Acquired Contract, other than in the ordinary course of business;

(c) modify, terminate, renew, suspend, or abrogate any Governmental Permit other than in the ordinary course of business;

(d) enter into any transaction or permit the taking of any action that would result in any of the representations and warranties of Seller in this Agreement or in any Transaction Document not being true and correct when made or at Closing;

(e) engage in any marketing, subscriber installation, or collection practices that are inconsistent with such practices of Seller for the periods covered by the System Financial Information and Reports; (0 enter into or amend any retransmission consent agreement other than in the ordinary course of business and after a reasonable period of good faith prior consultation with Buyer; provided, however, that no such new or amended retransmission consent agreement shall allow or provide for compensation (cash or otherwise) to a television station (or television station group) or other programming suppliers in an amount or manner different than any other cable television systems owned or operated by Seller or any Affiliate of Seller;

(g) remove or pemiit to be removed from the Real Property any item or article defined as Personal Property hereunder except as may be necessary for operating the Business, repairs or for discarding worn out or useless items; (h) transfer, convey or otherwise dispose of any of the Assets other than in the ordinary course of business;

(i) take any action that would result in the creation of an Encumbrance on any of the Assets, other than Permitted Encumbrances; 0) engage in any marketing, subscriber installation or collection practices that are inconsistent with Seller's past practices; or

(k) implement any increases in the rates charged to any subscribers or give any notices to subscribers or local authorities concerning any changes in rates or programming or make any commitments regarding changes in or continuation of rates or programming, except as obligated by Legal Requirements.

5.3 Reauired Consents.

(a) Seller and Buyer shall exercise diligent, reasonable efforts to obtain all Required Consents. Without limiting the generality of the foregoing, within 10 Business Days after the date of this Agreement, Seller and Buyer shall prepare and submit to (i) those Governmental Authorities whose consent is required for the transfer of cable television franchises included in the Assets FCC Forms 394 and such other materials as are required to request such consent, and (ii) the FCC all applications or other materials required to be filed in connection with the transfer of the Assets. Seller and Buyer shall thereafker prosecute all applications and filings with all reasonable diligence and shall use best efforts to obtain every required approval as expeditiously as possible and without any conditions except those that would normally be expected. Seller and Buyer shall share equally any filing or other fees payable to any Governmental Authority, or to a third party at the request of, or if required by, any Governmental Authority, in order to request or obtain any Required Consents. In the absence of a request or requirement of a Governmental Authority, Seller shall bear sole responsibility for satisfylng all other fees payable to any third party in connection with any Required Consents.

(b) Seller and Buyer acknowledge that they may be required to communicate with Governmental Authorities or other Persons regarding the Business or this Agreement before and after the Closing Date. Seller and Buyer each agree to consult with the other in advance of any material communication with Governmental Authorities or Persons regarding the Business or this Agreement and to cooperate with the other in connection with any resulting inquiry. Seller and Buyer each also agrees to forward to the other copies of all communications sent and received to and from Governmental Authorities or Persons regarding the Business or this Agreement. Seller and Buyer also agree to use best efforts to coordinate with each other and to respond promptly to any inquiry from a Governmental Authority regarding the Business or the transactions contemplated by this Agreement.

5.4 No Shopping. None of Seller, its shareholders or any agent or representative of any of them shall, during the period commencing on the date of this Agreement and ending with the earlier to occur of Closing or the termination of this Agreement, directly or indirectly solicit or initiate the submission of proposals or offers from any Person for, participate in any

NORTHVA. 06343B~OOWZ6~ 416539 16 27 discussions pertaining to, or furnish any information to any Person other than Buyer relating to, any direct or indirect acquisition or purchase of the Business or all or any portion of the Assets, and Seller shall promptly (and in any event within two days after receipt thereof) provide notice to Buyer of any such proposals or offers (whether oral or written).

5.5 Updated Schedules. Not less than five days prior to Closing, Seller shall deliver to Buyer revised copies of the Schedules to this Agreement which shall be been updated to show any changes occumng between the date of this Agreement and the date of delivery; provided, however, that for purposes of Seller’s representations and warranties and covenants in this Agreement, all references to the Schedules shall mean the version of the Schedules attached to this Agreement on the date of execution of this Agreement.

5.6 Confidentialitv.

(a) Any non-public information that Buyer may obtain from Seller in connection with this Agreement with respect to the System shall be deemed confidential and, unless and until Closing shall occur, Buyer shall not disclose any such information to any third party (other than its directors, officers and employees, and representatives of its advisers and lenders whose knowledge thereof is necessary in order to facilitate the consummation of the transactions Contemplated hereby) or use such information to the detriment of Seller; provided that (i) Buyer may use and disclose any such information once it has been publicly disclosed (other than by Buyer in breach of its obligations under this Section) or which rightfully has come into the possession of Buyer (other than from Seller), (ii) to the extent that Buyer may become compelled by Legal Requirements to disclose any of such information, Buyer may disclose such information if it shall have used all reasonable efforts, and shall have afforded Seller the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed and (iii) Buyer’s Affiliates shall be permitted to make such disclosures as are necessary to comply with applicable law (including any requirements of the Securities and Exchange Commission). In the event of termination of this Agreement, Buyer shall use all reasonable efforts to cause to be delivered to Seller, and retain no copies of, any documents, work papers and other materials obtained by Buyer or on its behalf from Seller, whether so obtained before or after the execution hereof.

(b) Any non-public information that Seller shall obtain from Buyer in connection with this Agreement with respect to Buyer or any of its Affiliates shall be deemed confidential, and Seller shall not disclose such information to any third party or use such information to the detriment of Buyer; provided, that (i) Seller may use and disclose any such information once it has been publicly disclosed (other than by Seller in breach of its obligations under this Section) or which rightfully has come into the possession of Seller (other than from Buyer), and (ii) to the extent that Seller may become compelled by Legal Requirements to disclose any of such information, Seller may disclose such information if it shall have used all reasonable efforts, and shall have afforded Buyer the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed. In the event of termination of this Agreement, Seller shall use all reasonable efforts to cause to be delivered to Buyer, and retain no copies of, any documents,

28 work papers, and other materials obtained by Seller or on its behalf from Buyer, whether so obtained before or after the execution hereof.

(c) Except as required by applicable Legal Requirements, neither Seller nor Buyer shall make any press release or public announcement or statement without the prior written consent and approval of the other. Seller and Buyer shall consult with and cooperate with the other with respect to the content and timing of all press releases and other public announcements or statements, and any oral or written statements to Seller’s employees concerning this Agreement and the transactions contemplated hereby.

5.7 Emolovee Matters.

(a) Seller shall pay to employees employed in the Business all compensation, including salaries, commissions, bonuses, deferred compensation, severance, insurance, pensions profit sharing, vacation, sick pay and other compensation or benefits to which they are entitled to up to the date of the Closing and for any payments that are triggered as a result of the Closing (including any severance payments, if any). Seller shall not, without the prior written consent of Buyer, change the compensation or benefits of any employees of the Business, other than in the ordinary course of business consistent with past practice. Buyer may, but shall have no obligation to, offer employment to any of the current employees of Seller as Buyer may desire.

(b) Seller shall be responsible for maintenance and distribution of benefits accrued under any employee benefit plan (as defined in ERISA) maintained by Seller pursuant to the provisions of such plans. Buyer assumes neither any liability for any such accrued benefits nor any fiduciary or administrative responsibility to account for or dispose of any such accrued benefits under any employee benefit plans maintained by Seller.

(c) All claims and obligations under, pursuant to or in connection with any welfare, medical, insurance, disability or other employee benefit plans of SeIler or arising under any Legal Requirement affecting employees of Seller incurred on or before Closing, or resulting or arising from events or occurrences occurring or commencing on or prior to Closing, shall remain the responsibility of Seller, whether or not such employees are hired by Buyer after Closing. Buyer shall have and assume no obligation or liability under or in connection with any such plan and will assume no obligation with respect to any preexisting condition of any employee of Seller who is hired as an employee of Buyer.

(d) Notwithstanding anything to the contrary in this Section 5.7, Buyer shall (i) permit Seller’s employees who become Buyer’s employees (the “Hired Employees”) and the Hired Employees’ dependents to participate in Buyer’s employee benefit plans (other than any defined benefit plans) to the same extent as Buyer’s similarly situated employees and their dependents; (ii) give each Hired Employee credit for his or her past service with the Seller for purposes of determining the amount of paid time off a Hired Employee is entitled to under Buyer’s paid time off policy; (iii) to the extent permitted under Buyer’s employee benefit plans, waive any waiting periods with respect to any of Buyer’s medical, dental or vision insurance employee benefit plans; and (iv) not subject any Hired Employee to any limitations on benefits

, NORTH’VA. 06343s 000026 ~ 41653 v16 29 for pre-existing conditions under its employee benefit plans, including any group health and disability plans.

(e) Effective as of the Closing Date, Buyer shall assume responsibilities and obligations for continuation coverage under Sections 601 et seq. of ERISA (the “COBRA 0blig;ations”) and any state continuation coverage requirements with respect to the Hired Employees and their beneficiaries solely with respect to COBRA “qualifying events” that occur after a Seller employee becomes a Hired Employee. Except as provided in the immediately preceding sentence. Seller agrees that it shall retain responsibility for COBRA Obligations.

5.8 Title Insurance Commitments. Following the date of this Agreement, Buyer shall be entitled to obtain, at Buyer’s cost, commitments of title insurance (the “Title Commitments”) issued by a nationally-recognized title insurance company (the “Title Comoany”), and photocopies of all recorded items described as exceptions therein, committing to insure fee simple or leasehold title, as the case may be, in each parcel of the Real Property owned or leased by Seller, in Buyer. Buyer shall notify Seller within twenty (20) days of its receipt of each Title Commitment of any Encumbrance or other matter affecting fee simple or leasehold title to the parcel of Real Property which is the subject of such Title Commitment which, in the sole determination of Buyer, is not acceptable to Buyer and is not otherwise a Permitted Encumbrance (each a “Title Defect”). Within ten (1 0)days of its receipt of Buyer’s notice of Title Defects, Seller shall deliver to Buyer notice of Seller’s election either (a) that Seller will use its commercially reasonable efforts to cure each such Title Defect at or prior to Closing or (b) that Seller is unable or unwilling to cure each such Title Defect at or prior to Closing. If Seller elects pursuant to clause (a) above to use its commercially reasonable efforts to cure each Title Defect raised by Buyer, Seller shall use its commercially reasonable efforts to cure each such Title Defect at or prior to the Closing such that no Title Defect shall appear as an exception in the applicable Title Policy or Title Policies.

5.9 Use of Names and Logos. For a period of one hundred eighty days after Closing, Buyer shall be entitled to use the trademarks, trade names, service marks, service names, logos, and similar proprietary rights of Seller (the “Ri&ts”) to the extent incorporated in or on the Assets, provided, that Buyer shall exercise commercially reasonable efforts to remove all such names, marks, logos, and similar proprietary rights fiom the Assets as soon as reasonably practicable following Closing; provided, however, that Buyer shall have no obligation to remove the “Rapid” name and derivations thereof from set-top boxes, identifylng tags and other similar Assets until such Assets are replaced in the ordinary course of business, and Buyer shall be entitled to use the Rights until such replacement.

5.IO Cooperation as to Subscriber Reimbursements. If Seller is required, following the Closing, pursuant to any law, settlement or otherwise, to reimburse or provide in-kind or another form of consideration to any subscribers of the Systems in respect of any subscriber payments previously made by them, including fees for cable television service, late fees and similar payments, Buyer agrees that it shall make such reimbursement or provide such in-kind or other form of consideration through Buyer’s billing system, on terns specified by Seller, and Seller shall reimburse Buyer, at cost, for all such payments and other consideration made by Buyer following the Closing and for Buyer’s reasonable out-of-pocket expenses incurred in connection

NORTWA - 06?4?6 000026 - 416539 vl6 30 therewith. Such reimbursements, requirements and related expenses shall be reflected in the Preliminary Adjustments Report and Final Adjustments Report, to the extent then known. For any reimbursements, requirements or related expenses not reflected in the Final Adjustments Report,-Seller shall reimburse Buyer within 30 days after receipt of a statement therefor. Buyer shall provide Seller with all information in Buyer’s possession that is reasonably required by Seller in connection with such reimbursement.

5.1 1 Bulk Sales. Buyer and Seller each waives compliance by the other with Legal Requirements relating to bulk sales applicable to the transactions contemplated hereby.

5.12 Tax Matters.

(a) Seller and Buyer shall each be responsible for one-haif (10) of all sales, use, transfer, and similar Taxes (“Transfer Taxes”) arising from or payable by reason of the transactions contemplated by this Agreement. Seller shall prepare and timely file all Tax Returns required to be filed in respect of Transfer Taxes. Seller’s preparation of any such Tax Returns shall be subject to Buyer’s approval (which approval shall not be unreasonably withheld).

(b) Personal property Taxes and real property Taxes related to the Business will be allocated between Buyer and Seller based on the number of days through the Closing Date (in the case of Seller) and the number of days after the day of Closing (in the case of Buyer) as a percentage of the total days in the applicable tax year. Buyer shall pay the real property taxes when billed and Seller, upon receipt of an invoice from Buyer and to the extent not allocated pursuant to Section 2.5(b), shall reimburse Buyer for the percentage of real property Taxes allocable to the period through the day of Closing.

5.13 Non-Compete: Non-Solicitation.

(a) For a period from the Closing Date until the fifih (Sth) anniversary of the Closing Date, Seller shall not, directly or indirectly, own, manage, control or participate in the ownership, management, or control of any cable television station or other multichannel video program distributor, whether in corporate. proprietorship or partnership form or otherwise, within the communities where the Systems are located (a “Restricted Business”); provided, however, that the restrictions contained in this Section 5.13 shall not restrict the acquisition by Seller, directly or indirectly, of less than 5% of the outstanding capital stock of any publicly traded company engaged in a Restricted Business.

(b) For a period from the Closing Date hereof to the third (3‘d) anniversary of the Closing Date, Seller shall not, and shall cause their directors, officers and employees not to, (i) cause, solicit, induce or encourage any employees of the Shenandoah Telecommunications Company, Buyer or their Affiliates (collectively, the “Covered Businesses”), or any individual performing personal services as an independent contractor to the Covered Businesses, to leave such employment or (ii) hire, employ or otherwise engage any employees or independent contractors of the Covered Businesses; provided, however, it shall not be deemed to be a violation of this provision if Seller advertises for employment opportunities in newspapers, trade

NORTHVA .063138,0000%. 410539 \ I6 31 publications or other media that not targeted specifically at the employees of any of the Covered Businesses).

(c) The covenants and undertakings contained in this Section 5.13 relate to matters which are of a special, unique and extraordinary character and a violation of any of the terms of ths Section 5. I3 will cause irreparable injury to the Buyer, the amount of which will be impossible to estimate or determine and which cannot be adequately compensated. Accordingly, the remedy at law for any breach of this Section 5.13 will be inadequate. Therefore, the Buyer will be entitled to an injunction, restraining order or other equitable relief from any court of competent jurisdiction in the event of any breach of this Section 5.13 without the necessity of proving actual damages or posting any bond whatsoever. The rights and remedies provided by this Section 5.13 are cumulative and in addition to any other rights and remedies which the Buyer may have hereunder or at law or in equity. The parties hereto agree that, if any court of competent jurisdiction in a final nonappealable judgment determines that a specified time period, a specified geographical area, a specified business limitation or any other relevant feature of this Section 5.13 is unreasonable, arbitrary or against public policy, then a lesser time period, geographical area, business limitation or other relevant feature which is determined by such court to be reasonable, not arbitrary and not against public policy may be enforced against the applicable party.

5.14 Shared Contracts. With respect to each of the Shared Contracts specified on Schedule 5.14 (each such agreement, a “Svstem Shared Contract”), after the execution of this Agreement, Seller shall make all appropriate requests and shall use commercially reasonable efforts to assist in obtaining a replacement or separated contract for the benefit of Buyer with terms and conditions that are no less favorable than those offered by counterparty thereto to Seller in the System Shared Contract as of the date hereof (each, a “Redacement contract”).

5.15 Access and Information. At all times from the date of this Agreement until the Closing, and except as determined in good faith to be appropriate to ensure compliance with any applicable Legal Requirements and subject to any applicable privileges (including the attorney- client privilege) and contractual confidentiality obligations, Seller shall permit Buyer and its representatives to have reasonable access, upon reasonable notice and during normal business hours, to Seller and all relevant properties (including for the purpose of conducting a Phase I environmental site assessment), offices and other facilities, personnel, books, records and documents (including to the extent necessary to create network drawings with respect to the Systems) of or relating primarily to the Business; provided, however, that Buyer shall not have access to Seller’s customer billing software but shall have full access to all billing data and related information. Seller acknowledges that reasonable access may include substantial on-site access to Seller’s books and records and facilities by Buyer’s employees and agents (including to the extent necessary for accounting reasons or for technical and related planning with respect to any upgrades or other enhancements of the Systems and the operations related thereto). Notwithstanding anything to the contrary set forth in this Agreement, Seller shall have the right in its sole and absolute discretion to consent to the conduct of a Phase I1 environmental site assessment. In the event that (i) a qualified environmental consultant recommends to Buyer that it obtain a Phase I1 environmental site assessment, and (ii) Seller does not consent to the Phase I1 environmental site assessment, Buyer shall have the right to exclude any such Real Property from the Assets. In the event that such Real Property is the site of headend equipment, Seller shall have the right, in its sole discretion, to relocate the headend equipment to an alternative site reasonably acceptable to Buyer.

5.16 Environmental. Buyer may elect in writing to obtain, and thereafter obtain at its sole expense, Phase I environmental audit reports (the “Phase I Re~orts”)regarding the owned Real Property, and the leased Real Property. Buyer shall provide copies of the Phase I Reports to Seller promptly after such Phase I Reports are completed. With respect to any site access in connection with Buyer obtaining Phase I Reports: (a) Buyer shall be solely responsibIe for all costs and expenses of the performance of its investigations, including the cost of restoring the Real Property to substantially the same condition that existed prior to the investigation; (b) Buyer shall provide Seller with reasonable advance written notice of the date(s) on which Buyer desires access to the Real Property; (c) Seller shall be entitled to have a representative present while Buyer and its consultants are present on the Real Property; (d) such access shall not unreasonably interfere with Seller’s operation of the Real Property; (e) Buyer shall provide Seller with evidence of appropriate insurance; and (0Buyer shall indemnify and hold harmless Seller against any and all liability for injury or damage as a result of Buyer or Buyer’s representatives preparing the Phase I Reports.

5.17 Estomel Certificates. To the extent requested by Buyer, Seller shall request an estoppel certificate in a form reasonably satisfactory to Buyer from the lessors of the leased Real Property in which any Seller is a lessee.

5.18 Digital Upqade Cooperation. Seller shall cooperate with Buyer to ensure that Buyer is able to complete the digital broadcast transition scheduled to occur in February 2009; provided, however, that Buyer shall be responsible for all third-party costs and expenses (including the actual cost of employee overtime but solely with respect to overtime work specifically authorized by Buyer for activities outside of the normal job responsibilities of Seller’s employees) for any work that Seller agrees to undertake on behalf of Buyer in connection with the digital broadcast transition. If Closing does not occur, Seller shall reimburse Buyer for any out of pocket expenditures actually incurred by Buyer with respect to any such work.

5.19 Transition Planning. At all times froin the date of this Agreement until the Closing, subject to applicable confidentiality protections and consistent with applicable Legal Requirements, the Seller shall assist Buyer on transition and integration planning as reasonably requested by Buyer in order to facilitate the transition of the Systems from the ownership of the Seller to the ownership of the Buyer, including such access as necessary with respect to billing, customer care, technical support and other similar back office functions relating to the Systems; provided, however, that Buyer shall not have access to Seller’s customer billing software but shall have hll access to all billing data and related information.

6. Conditions Precedent.

6.1 Conditions to Buyer’s Oblicrations. The obligations of Buyer to consurnmate the transactions Contemplated by this Agreement shall be subject to the following conditions, which may be waived by Buyer:

33 (a) Accuracv of Representations and Warranties. The representations and warranties of Seller in this Agreement shall be true and accurate in all material respects (except for those representations and warranties that are qualified as to materiality, which shall be true and accurate in all respects) as of the date hereof and as of Closing (unless an earlier date is specified) with the same effect as if made at and as of Closing.

(b) Performance Of Agreements. Seller shall have, in all material respects, performed all obligations and agreements and complied with all covenants in this Agreement to be performed and complied with by it at or before Closing.

(c) Officer’s Certificate. Buyer shall have received a certificate executed by the managers of RCL and RAC, dated as of Closing, reasonably satisfactory in form and substance to Buyer, certifyrng that the conditions specified in Sections 6.l(a) and (b) have been satisfied.

(d) Legal Proceedings. There shall be no Legal Requirement, and no Judgment shall have been entered and not vacated by any Governmental Authority of competent jurisdiction in any Litigation or arising therefrom, which enjoins, restrains, makes illegal, or prohibits consummation of the transactions contemplated by this Agreement and there shall be no Litigation pending or threatened seeking, or which if successful would have the effect of, any of the foregoing.

(e) Required Consents. Buyer shall have received evidence, in form and substance satisfactory to it, that there have been obtained the following Required Consents:

(i) Required Consents, in each case in form and substance reasonably satisfactory to Buyer (provided that Buyer shall not require terms and conditions any more favorable than those to which Seller is currently subject), for the transfer of franchises included in the Assets, that represent, together with (A) all such franchises included in the Assets for which assignment Buyer requires no consent or approval of the relevant franchising authorities, and (B) all such franchises included in the Assets for which the Required Consent is deemed to have been received in accordance with Section 61 7 of the Communications Act, in the aggregate, not less than 90 percent of the RGUs of the Systems as of the Closing Date (or some other date mutually agreed to by the parties); and

(ii) those other Required Consents that are indicated with an asterisk on Schedule 4.3.

(f) No Material Adverse Effect. Since the date hereof, there shall not have occurred a Material Adverse Effect.

(9) Inventory and Spare Parts. The Assets shalI include sufficient inventory and spare parts to operate the Business for 30 days after Closing as evidenced by a certificate of Seller and such supporting documentation as Buyer may reasonably request.

NORTHVA -UbW.3UIOO?b~416359 v16 34 (h) Title Policies. Title Company shall have issued to Buyer, or shall be unconditionally committed to issue to Buyer, the Title Policies, subject only to the Permitted Encumbrances.

(i) Replacement Contracts. Buyer shall have obtained the Replacement Contracts marked with an asterisk on Schedule 5.14, in form and substance reasonably satisfactory to Buyer.

(j) Dissolution; Bankruptcv; Liquidation. No event shall have occurred pursuant to which Seller or any of its Affiliates: (i) is dissolved (other than pursuant to a consolidation, amalgamation or merger); (ii) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (iii) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition (A) results in a judgment of insolvency, bankruptcy, the entry of an order for relief or the making of an order for its winding- up or liquidation or (B) is not dismissed, discharged, stayed or restrained in each case within thirty (30) days of the institution or presentation thereof; (iv) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (v) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all of its assets; (vi) has a secured party take possession of all or substantially all of its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within thirty (30) days thereafter; (vii) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (i) to (vii) (inclusive); or (ix) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts.

(k) Subscribers. The Business shall have, as of the Closing Date, at least 15,000 RGUs as evidenced by a certificate of Seller and such supporting documentation as Buyer may reasonably request.

(1) Releases. Seller shall have delivered all instruments and documents necessary to release any and all Encumbrances (other than Permitted Encumbrances) on the Assets, including appropriate UCC financing statement amendments (termination st at ements) .

(m) Closing Deliveries. Seller shall have made the deliveries set forth in Section 7.2.

6.2 Conditions to Seller’s Obligations. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the following conditions, which may be waived by Seller:

35 (a) Accuracy of Remesentations and Warranties. The representations and warranties of Buyer in this Agreement shall be true and accurate in all material respects (except for those representations and warranties that are qualified as to materiality, which shall be true and accurate in all respects) as of the date hereof and as of Closing (unless an earlier date is specified) with the same effect as if made at and as of Closing.

(b) Performance of Agreements. Buyer shall have, in all material respects, performed all obligations and agreements and complied with all covenants in this Agreement or in any Transaction Document to which it is a party to be performed and complied with by it at or before Closing.

(c) Officer’s Certificate. Seller shall have received a certificate executed by an executive officer of Buyer, dated as of Closing, reasonably satisfactory in form and substance to Seller, certifymg that the conditions specified in Sections 6.2(a) and (b) have been satisfied.

(d) Legal Proceedings. There shall be no Legal Requirement, and no Judgment shall have been entered and not vacated by any Governmental Authority of competent jurisdiction in any Litigation or arising therefrom, which enjoins, restrains, makes illegal, or prohibits consummation of the transactions contemplated by this Agreement and there shall be no Litigation pending or threatened seeking, or which if successful would have the effect of, any of the foregoing.

(e) Closing Deliveries. Buyer shall have made the Closing Deliveries set forth in Section 7.3.

7. Closing.

7.1 Closing; Time and Place. The closing of the transactions contemplated by this Agreement (“Closing”) shall take place on the fifteenth Business Day after all conditions described in Section 6.1 and 6.2 have been satisfied or waived, at a time and location mutually determined by Seller and Buyer; provided, however, in the event that the Closing would otherwise occur on a date between December 15,2008 and December 3 1,2008, Buyer shall have the right by written notice to delay the Closing for an additional fifteen (1 5) Business Day period from the date the Closing otherwise would occur.

7.2 Seller’s Obligations. At Closing, Seller shall deliver or cause to be delivered to Buyer the following:

(a) Bill of Sale and Assignment. An executed Bill of Sale and Assignment in the form of Exhibit 7.Za).

(b) Vehicle Titles. Title certificates to all vehicles included among the Assets, endorsed for transfer of title to Buyer, and separate bills of sale therefor, if required by the laws of the states in which such vehicles are titled.

(c) FIRPTA Affidavit. An affidavit of Seller, under penalty of perjury, that Seller is not a “foreign person” (as defined in the Foreign Investment in Real Property Tax Act

, ‘NORTHVA - Ob3438000026~410‘39 vl6 36 and applicable regulations) and that Buyer is not required to withhold any portion of the consideration payable under this Agreement under the provisions of such Act, in the form attached as Exhibit 7.Xc).

(d) Officer’s Certificate. The certificate described in Section 6.l(c).

(e) Evidence of Limited Liability Corntmnv Actions. Certified limited liability company resolutions, or other evidence reasonably satisfactory to Buyer, that Seller has taken all action necessary to authorize the execution of this Agreement and the consummation of the transactions contemplated by this Agreement.

(f) Deeds. Special warranty deeds conveying to Buyer, subject only to the exceptions reflected on the Title Policies or the Title Commitments, each parcel of the Real Property owned in fee by Seller.

(g) Lease Assiprnents. Recordable assignments of each of the leases of Real Property leased by Seller, in the form attached as Exhibit 7.2(~).

(h) Escrow Agreement. The Escrow Agreement.

(i) Corporate ODinion. A legal opinion of Perkins Coie LLP, corporate counsel to Seller, in the fonn attached hereto as Exhibit 7.2Q

Q) FCC Opinion. A legal opinion of Wiley Rein LLP, FCC counsel to Seller, in the form attached hereto as Exhibit 7.Xi).

(k) Title Policies. The Title Policies (or pro forma title policies for which the Title Company is unconditionally obligated to issue Title Policies) described in Section 5.8.

(1) Transition Services Agreement. An executed Transition Services Agreement in the form attached hereto as Exhibit 7.2(11 (the “Transition Services Agreement”).

(m) Other. Such other documents and instruments as shall be necessary to effect the intent of this Agreement and consummate the transactions contemplated hereby.

7.3 Buver’s Obligations. At Closing, except as otherwise provided below, Buyer shall deliver or cause to be delivered to Seller (except as provided below) the following:

(a) Closing Cash Pavment. The Closing Cash Payment.

(b) Escrow Deposit. To the Escrow Agent, the Escrow Amount,

(c) Assumption Ameement. An Assumption Agreement in the form attached as Exhibit 7.3(c), executed by Buyer.

(d) Officer’s Certificate. The certificate described in Section 6.3(c).

37 (e) Evidence of Corporate Actions. Certified resolutions of the Buyer, or other evidence reasonably satisfactory to Seller that Buyer has taken all corporate action necessary to authorize the execution of this Agreement and the consummation of the transactions Contemplated by this Agreement.

(f) Escrow Agreement. The Escrow Ageement.

(g) Transition Services Atrreement. The Transition Services Agreement.

(h) Other. Such other documents and instruments as shall be necessary to effect the intent of this Agreement and consummate the transactions contemplated hereby.

8. Certain Post-Closing; Matters and Covenants.

8.1 Lack of Consent for Transfer of Franchises. If, notwithstanding satisfaction or waiver of the conditions stated in Sections 6.1 and 6.2, as of Closing any franchising authority has not consented to the transfer to Buyer of a cable television franchise or a Judgment has been entered enjoining or disapproving the transfer of such cable television franchise to Buyer, such cable television franchise shall be excluded from the Assets conveyed at Closing, Closing shall occur with respect to all other Assets, and Buyer shall pay the full Purchase Price in accordance with this Agreement. In such case, at Closing, Seller and Buyer shall execute and deliver a Management Agreement in the form attached hereto as Exhibit 8.1 (the “Management- Ameement”), pursuant to which Buyer shall manage the applicable System (or portion thereof) and Seller’s performance under the applicable cable television fianchise, subject to the following: (a) Buyer shall bear all expenses relating to such cable television franchise and the area served by such cable television franchise and the operation thereof, and shall receive all revenues resulting from such area as its management fee; and (b) such management shall continue with respect to any such cable television franchise and the area served under such cable television franchise until the earlier of (i) revocation of such cable television franchise in an action from which no further appeal may be taken, as a result of the transactions described in this Section 8.1 ; (ii) the entry by a court of an order terminating such cable television franchise; (iii) 120 days after the Closing Date; and (iv) the date on which the applicable franchising authority consents to the transfer of such cable television franchise to Buyer (the “Management Period”). Upon the termination of the Management Period, Seller shall assign and transfer to Buyer the cable television franchise by instruments in form and substance identical to those by which Assets shall have been transferred and assigned to Buyer at Closing, and the Management Agreement shall terminate.

9. Termination and Default.

9.1 Termination Events. This Agreement may be terminated and the transactions contemplated hereby may be abandoned:

(a) at any time, by the mutual agreement of the Buyer and Seller;

(b) by either Buyer or Seller, at any time, if the other is in material breach or default of its respective covenants, agreements, or other obligations in this Agreement, or if any of its representations in this Agreement are not true and accurate in all material respects when made or when otherwise required by this Agreement to be true and accurate, after written notice of, and failure to cure within thirty (30) days, such breach, default or failure to be true and accurate:

(c) by either Buyer or Seller upon written notice to the other, if any of the conditions to its obligations set forth in Sections 6.1 and 6.2, respectively, shall not have been satisfied on or before the date that is two hundred ten (2 10) days after the date of this Agreement (the “Outside Closing Date”), for any reason other than a material breach or default by such party of its respective covenants, agreements, or other obligations hereunder, or any of its representations herein not being true and accurate in all material respects when made or when otherwise required by this Agreement to be true and accurate in all material respects; or

(d) automatically and without further action by any party on the date that is two hundred forty (240) days after the date hereof (the “Automatic Outside Date”); provided, however, that on or prior to such date, Buyer may elect by written notice to Seller to extend the Automatic Outside Date, in its sole discretion, provided that Buyer is not in material breach of any of its obligations hereunder.

9.2 Effect of Termination.

(a) If this Agreement is terminated pursuant to Section 9.1, a11 obligations of the parties hereunder shall terminate, except for the obligations set forth in Section 5.6, this Section 9.2 and Article 1 1. Except as set forth in Sections 9.2(b), 9.2(c) and 1 1.15, termination of this Agreement pursuant to Section 9.1 shall not limit or impair any remedies that either Seller or Buyer may have with respect to a breach or default by the other of its representations, warranties, covenants, agreements or obligations under this Agreement.

(b) If this Agreement is terminated by Seller as a result of any material breach or default by Buyer pursuant to Section 9.l(b), Seller shall be entitled to retain the Earnest Money Deposit as liquidated damages (the “Liauidated Damages”), and not as a penalty, and the Liquidated Damages shall be Seller’s sole and exclusive remedy at law or in equity for any breach or failure to perform by Buyer of any of its representations, warranties, covenants, agreements or obligations contained in this Agreement prior to Closing and such Liquidated Damages shall be in lieu of any other remedies at law or in equity to which the Sellers or its Affiliates might otherwise be entitled. If this Agreement otherwise is terminated, Seller shall take all actions necessary to cause the Deposit Escrow Agent to deliver the Deposit Escrow Fund to Buyer, including executing joint written instructions instructing the Deposit Escrow Agent to take such action.

(c) Notwithstanding anything to the contrary contained herein, for the avoidance of doubt, it is understood and agreed by the parties hereto that:

(i) Seller’s sole and exclusive remedy for any breach of this Agreement by Buyer at or prior to the Closing, including any failure of, or refusal by, Buyer to

39 pay the Purchase Price for any reason whatsoever, shall be to terminate this Agreement pursuant to Section 9.1 (b), and to seek Liquidated Damages as provided for in Section 9.2rO);

(ii) none of Seller or its Affiliates shall pursue any other remedies or actions, at law or in equity, and hereby waive any and all other remedies against Buyer (and its Affiliates) in respect thereof; and

(iii) no Affiliates of Buyer, and none of Buyer’s or its Affiliates’ respective former, current or future stockholders, managers, members, directors, officers, affiliates or agents shall have any liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby.

10. Indemnification.

10.1 Indemnification bv Seller. From and after Closing, each Seller jointly and severally shall indemnify and hold harmless Buyer, its affiliates, officers and directors, employees, agents, and representatives, and any Person claiming by or through any of them, as the case may be, from and against any and all Losses arising out of or resulting from:

(a) any representations and warranties made by Seller in this Agreement not being true and accurate when made or when required by this Agreement to be true and accurate;

(b) any failure by Seller to perform any of its covenants, agreements, or obligations in this Agreement;

(c) all liabilities and obligations of Seller that are not Assumed Liabilities, including the Excluded Liabilities; and

(d) any matter set forth on Schedule lO.l(d). 10.2 Indemnification bv Buyer. From and after Closing, Buyer shall indemnify and hold harmless Seller, its aeliates, officers and directors, agents, and representatives, and any Person claiming by or through any of them, as the case may be, from and against any and all Losses arising out of or resulting &om:

(a) any representations and warranties made by Buyer in this Agreement not being true and accurate when made or when required by this Agreement to be true and accurate;

(b) any failure by Buyer to perform any of its covenants, agreements, or obligations in this Agreement; or

(c) the Assumed Liabilities.

10.3 Procedure for Indemnified Third Partv Claim. Promptly after receipt by a party entitled to indemnification hereunder (the “Indemnitee”) of written notice of the assertion or the commencement of any Litigation with respect to any matter referred to in Sections 10.1 or 10.2, the Indemnitee shall give written notice thereof to the party from whom indemnification is sought pursuant hereto (the “Indemnitor”) and thereafter shall keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to give the Indemnitor notice as provided herein shall not relieve the Indemnitor of its obligations hereunder except to the extent that the Indemnitor is prejudiced by such failure. In case any Litigation shall be brought against any Indemnitee, the Indemnitor shall be entitled to participate in such Litigation and, at its option, to assume the defense thereof with counsel satisfactory to the Indemnitee, at the Indemnitor’s sole expense. If the Indemnitor shall assume the defense of any Litigation, it shall not settle the Litigation unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a release of the Indemnitee, satisfactory to the Indemnitee, from all liability with respect to the such Litigation.

10.4 Survival. The representations and warranties of Buyer and Seller in this Agreement shall survive Closing for a period of fifteen months (the “General Survival Period”); provided, m, the representations and warranties of Seller set forth in Section 4.1 (Organization and Qualification of Seller), Section 4.2 (Authority), Section 4.4 (Assets; Title), Section 4.18 (Taxes) and Section 4.20 (Environmental Matters) (such representations, the “Special Rem-esentations”), which shall survive Closing until the close of the ninetieth day following the expiration of the applicable statute of limitations (the “Special Rewesentation Survival Period”). Neither Seller nor Buyer shall have any liability under Sections 10. I (a) or 10.2(a), respectively, unless a claim for Losses for which indemnification is sought thereunder is asserted by the party seeking indemnification thereunder by written notice to the party fiom whom indemnification is sought during the General Survival Period or the Special Representation Survival Period, as applicable.

10.5 Determination of Indemnification Amounts and Related Matters. Seller shall have no liability under Section 10.1(a), (i) unless and until the aggregate amount of Losses otherwise subject to its indemnification obligations under such Section exceed $300,000 (the “Basket Amount”), upon which Seller shall be obligated to indemnify for all such Losses, from and including the first dollar thereof; and (ii) to the extent that the aggregate amount of all such Losses subject to its indemnification obligations under Section 10.1(a) exceeds an amount equal to twenty percent (20%) of the Purchase Price (the “m’);provided, however, that breaches of the Special Representations shall not be subject to the Basket Amount or the Cap.

10.6 Materiality. The parties acknowledge and agree that solely for purposes of calculating the amount of Losses caused by the breach of a representation, warranty or covenant, all “Material Adverse Effect” and “material” qualifications contained in the representations, warranties and covenants shall be disregarded.

10.7 Escrow Amount, If and to the extent that any Person is entitled to indemnification pursuant to Section 10.1, it shall first be required to seek such indemnification by making a claim upon the Escrow Agent for a portion of the hnds held pursuant to the Escrow Agreement in accordance therewith. The existence and amount of the Escrow Amount shall not limit Seller’s indemnification obligations under Article 10.

41 1 1. Miscellaneous Provisions.

11.1 Expenses. Except as otherwise specifically provided in this Agreement, each of the parties shall pay its own expenses and the fees and expenses of its counsel, accountants, and other experts in connection with this Agreement.

11.2 Brokerage. Seller shall indemnify and hold Buyer harmless from and against any and all Losses arising fiom any employment by it of, or services rendered to it by, any finder, broker, agency, or other intermediary, in connection with the transactions contemplated hereby, or any allegation of any such employment or services. Buyer shall indemnify and hold Seller harmless from and against any and all Losses arising from any employment by it of, or services rendered to it by, any finder, broker, agency, or other intermediary, in connection with the transactions contemplated hereby, or any allegation of any such employment or services.

1 1.3 Waivers. No action taken pursuant to this Agreement, including any investigation by or on behalf of any party hereto, shall be deemed to constitute a waiver by the party taking the action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any party hereto of any condition or of a breach of another provision of this Agreement shall not operate or be construed as a waiver of any other condition or subsequent breach. The waiver by any party of any of the conditions precedent to its obligations under this Agreement shall not preclude it from seeking redress for breach of this Agreement other than with respect to the condition so waived.

1 I .4 Notices. AI1 notices, requests, demands, applications, services of process, and other communications which are required to be or may be given under this Agreement or any Transaction Document shall be in writing and shall be deemed to have been duly given if sent by telecopy or facsimile transmission, answer back requested, or delivered by courier or mailed, certified first class mail, postage prepaid, return receipt requested, to the parties hereto at the following addresses:

To Buyer:

c/o Shenandoah Telecommunications Company 500 Shentel Way P.O. Box 459 Edinburg, VA 22824 Facsimile: (540) 984-8 192 Attention: General Counsel

Copies (which shall not constitute notice):

Hogan & Hartson, LLP 8300 Greensboro Drive Suite 1100 McLean, VA 22102

NORTHVA .N.b!38~0000?6 - 416539 vlh 42 Facsimile: (703) 6 10-6200 Attention: Richard T. Horan, Jr. Alexander D. Cobey

To Seller:

c/o Rapid Communications LLC 9200 W. Cross Drive, Suite 600 Littleton, Colorado 801 23 Attention: Thomas G. Semptimphelter Facsimile: (303) 697-2217

Copies (which shall not constitute notice):

Perkins Coie LLP 1899 Wynkoop Street, Suite 700 Denver, Colorado 80202 Attention: Bruce D. Stocks Facsimile: (303) 291 -2400 or to such other address as any party shall have furnished to the other by notice given in accordance with this Section. Such notice shall be effective, (i) if delivered in person or by courier, upon actual receipt by the intended recipient, or (ii) if sent by telecopy or facsimile transmission, when answer back is received, or (iii) if mailed, upon the earlier of five days after deposit in the mail and the date of delivery as shown by the return receipt therefor.

1 1.5 Entire Agreement: Amendments. This Agreement embodies the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, with respect thereto. This Agreement may not be modified orally, but only by an agreement in writing signed by the party or parties against whom any waiver, change, amendment, modification, or discharge may be sought to be enforced.

1 1.6 Binding Effect; Benefits. This Agreement shall inure to the benefit of and will be binding upon the parties hereto and their respective heirs, legal representatives, successors, and permitted assigns. Neither Buyer nor Seller shall assign this Agreement or delegate any of its duties hereunder to any other Person without the prior written consent of the other: provided, however, that Buyer may assign this Agreement or assign or delegate any portion of its rights and obligations hereunder to any AffiIiate; provided, further, that no such assignment shall relieve Buyer of Buyer’s obligations hereunder.

1 1.7 Headings, Schedules, and Exhibits. The section and other headings in this Agreement are for reference purposes only and will not affect the meaning of interpretation of this Agreement. Reference to Schedules or Exhibits shall, unless otherwise indicated, refer to the Exhibits and Schedules attached to this Agreement, which shall be incorporated in and constitute a part of this Agreement by such reference. Any item that could be deemed to be properly disclosable on more than one Schedule to this Agreement shall be deemed to be properly

NORTHVA -0634?X 000026 -416539vlb 43 disclosed on all such Schedules if it is disclosed in reasonable detailed on any Schedule to the Agreement.

1 1.8 Facsimile Signature: Counterparts. This Agreement may be executed by facsimile in any number of counterparts, each of which, when executed, shall be deemed to be an original and all of which together will be deemed to be one and the same instrument.

11.9 Governing Law. The validity, performance, and enforcement of this agreement and all transaction documents, unless expressly provided to the contrary, shall be governed by the laws of the Commonwealth of Virginia, without giving effect to the principles of conflicts of law of such state.

1 1.10 Dispute Resolution.

(a) To resolve any disputes, controversies and/or claims between the parties arising out of or in connection with Section 10 of this Agreement (each, a “Dispute”), Buyer or Seller must first provide notice to the other, specifylng in as much detail as possible, the source or reason for the dispute, the amount of claimed damages, if any, and the resolution proposed by the notifying party. The receiving party shall respond in writing to any such notice within seven (7) Business Days after receipt. The receiving party may include in its reply a detailed description of any disputes it would like to resolve and the proposed resolutions. The first notifying party shall respond within seven (7)Business Days. If the dispute is not then resolved, there shall follow within seven (7)Business Days of the last written response an in person meeting (the “Meeting”) between at least one (1) senior representative of each party who is authorized to fully and finally resolve the Dispute. The purpose of the Meeting shall be to discuss and negotiate in good faith the coniplete resolution of any outstanding dispute. The date and time of the Meeting shall be mutually agreed (within the stated period), and the location of the Meeting shall, within reason, be chosen by the party responding to the first notice; provided, that the location chosen shall not be at the office of Buyer or Seller. Each party shall bear its own costs (including travel expenses) incident to the Meeting.

(b) If, after such Meeting as described in Section 1 1.1 O(a), the Dispute shall have not been resolved in its entirety, the Dispute shall be finally settled and resolved by arbitration (“Arbitration”) in accordance with the Comprehensive Arbitration Rules and Procedures of JAMS (“JAMS Rules”) in effect as of the date that a Dispute is submitted to JAMS, except as those rules may be modified herein or by mutual agreement of the parties. JAMS shall select one arbitrator in accordance with the JAMS Rules to hear the Dispute (the “Arbitrator”), and the Arbitrator shall be required to apply the substantive law of the Commonwealth of Virginia in ruling upon any Dispute.

(c) (i) The parties shall have the opportunity to exchange requests for production of documents. The parties will follow the procedures established by the JAMS Rules for the exchange of information, as well as any additional procedural rules established by the Arbitrator.

(ii) At any Arbitration hearing of oral evidence, each party to the

NORTHVA ~0673.38’000026-416539 v16 44 Arbitration or its legal counsel shall have the right to present and examine its witnesses and to cross-examine the witnesses of the other party. No evidence of any party witness shall be presented in written form unless the other party shall have the opportunity to cross-examine such witness, except as the parties to the Arbitration otherwise agree in writing. Notwithstanding the JAMS Rules, a party shall provide a list to the Arbitrator and the opposing party of the names and addresses of each witness whose written or spoken testimony it intends to present in the Arbitration, and the subject matters upon which they will testify within a reasonable period prior to the date of the hearing at which such witness may testify.

(iii) The procedural rules specified in this Section and the JAMS Rules shall be the sole procedures for the resolution of Disputes and/or with regard to the conduct of any Arbitration or the taking of evidence therein. Wherever the procedures of this Section and the JAMS Rules are in conflict, the procedures of this Section shall govern and apply.

(d) Although the procedural rules specified in this Section and the JAMS Rules shall be the sole procedures for the resolution of Disputes, any party may seek a preliminary injunction or other preliminary judicial relief before any court of competent jurisdiction if in its reasonable, good-faith judgment such action is necessary to avoid irreparable damage. Despite such action, the parties shall continue to participate in good faith in the procedures specified in this Section. Notwithstanding the foregoing, the parties acknowledge and agree Buyer’s right to seek specific performance in the state and federal courts of the Commonwealth of Virginia pursuant to Section 1 1.14 of this Agreement to enforce Buyer’s right with respect to Seller’s pre-Closing obligations is not a “Dispute” to which this Section 1 1.10 applies and Buyer shaI1 not be required to resort to the procedures set forth in this Section 1 1.10 in connection therewith.

(e) The parties agree and understand that every aspect concerning the process of arbitration shall be treated with the utmost confidentiality and that the arbitration procedure itself shall be confidential. Neither the parties nor the Arbitrator shall release the contents or results of the Arbitration to the public, except as mandated by applicable law. Before making such information public, the interested party shall notify the other in writing and shall afford them a reasonable opportunity to protect theirinterests if they deem it necessary.

(f) If the Dispute involves or relates to any person or entity who is not a party to this Agreement or is the parent, subsidiary or Affiliate of one of the parties (“Third Partv”) and such Dispute (i) raises issues of fact or law which are substantially similar to, or connected with, issues raised in any Dispute; or (ii) arises out of facts which are substantially similar to, or connected with, facts which are the subject of any Dispute or difference between the parties; or (iii) the inclusion of such Third Party is necessary if complete relief is to be afforded among those who are already parties to the Arbitration, then either party may include such Third Party as a party to the Arbitration, whether before or after the commencement of the Arbitration, to the extent not specifically prohibited by law or the JAMS Rules.

1 1.1 1 WAIVER OF TRIAL BY JURY. EACH OF THE PARTIES HERETO WAIVES THE RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LAWSUIT,

45 ACTION OR PROCEEDING SEEKING ENFORCEMENT OF SUCH PARTY’S RIGHTS UNDER THIS AGREEMENT.

1 1.12 Severability. Any term or provision of this Agreement which is invalid or unenforceable shall be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining rights of the Person intended to be benefited by such provision or any other provisions of this Agreement.

1 1.13 Third Parties: Joint Ventures. Except as set forth in Article X, this Agreement constitutes an agreement solely among the parties hereto, and is not intended to and will not confer any rights, remedies, obligations, or liabilities, legal or equitable, including any right of employment, on any Person (including any employee or former employee of Seller) other than the parties hereto and their respective successors, or assigns, or otherwise constitute any Person a third party beneficiary under or by reason of this Agreement. Nothing in this Agreement, expressed or implied, is intended to or shall constitute the parties hereto partners or participants in a joint venture.

1 1.14 Construction. This Agreement has been negotiated by Buyer and Seller and their respective legal counsel, and legal or equitable principles that might require the construction of this Agreement or any provision of this Agreement against the party drafting this Agreement shall not apply in any construction or interpretation of this Agreement. The term “including,” as used herein, shall mean “including, without limitation.”

1 1.15 SDecific Performance. Seller acknowledges that irreparable damages would occur if any of the provisions of this Agreement related to Seller’s pre-Closing obligations were not performed by Seller in accordance with their specific terms or were otherwise breached. It is accordingly agreed that, notwithstanding anything to the contrary contained herein, Buyer shall be entitled to an injunction or injunctions to prevent breaches by Seller of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, in addition to any other remedy to which Buyer is entitled at law or in equity. If any action is brought by Buyer to enforce this Agreement, Seller shall waive the defense that there is an adequate remedy at law and the requirement that Buyer post a bond. Any action between Buyer and Seller with respect to such matters shall be brought and maintained only in the state or US.Federal courts in the Commonwealth of Virginia, and Buyer and Seller each waives any right to object to any such court as an inconvenient or improper forum. The parties acknowledge and agree that neither Seller nor any of its Affiliates shall have the right to specific performance, injunctive or equitable relief against Buyer or any Affiliate of Buyer.

1 1.16 Disclaimer of Warranties. Except as stated in Article 4 of this Agreement, Seller hereby expressly disclaims any and all warranties or representations made to the Buyer, whether relating to the condition, the operation, the adequacy or otherwise of the Assets. IN THAT CONNECTION, EXCEPT AS STATED IN ARTICLE 4 OF THIS AGREEMENT, BUYER HEREBY AGREES THAT IT WILL ACCEPT THE ASSETS “AS IS” AND “WHERE rs.q3 EXCEPT AS SET FORTH IN ARTICLE 4 OF THIS AGREEMENT, SELLER MAKES NO WARRANTY OR REPRESENTATION WHATSOEVER, EITHER ORAL OR WRITTEN, OR EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR THE CONDITION OF THE Buyer and Seller have executed this Asset Purchase Agreemen1 as of the date first written above.

BUYER SHENTEL CABLE COMPANY

Name: Christobher E.French Title: President and CEO

SELLER RAPID COMMUNICATIONS LLC By: TS Communications Management, LLC, its Manager

By: TS Communications, fnc. its ?&na,oer

By: Name: Thomas Sernptimphelte: Title: President

RA PTD ACQU I SITION co., LLC

By: Name: Thomas G. Semptimpheltcr Titie: Chief Executive Oficer .

[Signature: Page to the Asset Purchase Agreement] PAGE3

Buyer and Seller have executed this hssct Purchwe Agreement as of thc date first writtcn above.

BUYER SHENTTiL CAB1,Ii COMPANY

Ry: Namc; Christopher E. ,French 'I'ik Prcsidcnt and CRO

RAPID COMMCINICATIONS 1.1,C By: TS Communications Managcmcnr, i,It, its ManagLT

By: TS Clommuniclltions, Inc.

Tirlc: President

[WID ACQLlIsITlON CO.,LLC

BY Na Title: Chief Exsutivc Offr&r

[Signature Page to thc: Asset Purchase Agmcmtnt] DISCLOSURE SCHEDULES

Reference is made to that certain Asset Purchase Agreement (the "Apreement") entered into as of August 6, 2008 by and among Rapid Communications LLC, a Colorado limited liability company (''E')and Rapid Acquisition Co., LLC, a Delaware limited liability company ("uand, together with RC "w'),and Shentel Cable Company, a Virginia corporation ("m')pursuant to which Rapid will convey to Buyer certain assets used in connection with the business and operations of the Rapid Systems, a11 on the terms and conditions set forth therein.

This document constitutes Rapid's Disclosure Schedule referred to in the Agreement. All references to "Section" herein refer to sections of the Agreement. Except as set forth below, the representations and warranties of Rapid in a specific Section of the Agreement are made and given subject to the disclosures in this Disclosure Schedule corresponding to such Section in the Agreement. This Disclosure Schedule is not intended to constitute, and shall not be construed as constituting, any additional representations or warranties by Rapid. Capitalized terms used herein and not otherwise defmed shall have the respective meanings ascribed to such terms in the Agreement.

Any matter that is clearly disclosed in any section of the Disclosure Schedule shall be deemed to have been included in each other section of the Disclosure Schedule to the extent that it is readily apparent on its face that such matter could reasonably be responsive to such other section, notwithstanding the omission of an appropriate cross reference thereto. Nothing contained in this Disclosure Schedule shall be an admission of what is material for purposes of the Agreement or to the operations or financial condition of Rapid, nor shall it be deemed an admission of an obligation or liability to any third party. Certain agreements and other matters are set forth for informational purposes only, notwithstanding the fact that, because they do not rise above applicable materiality thresholds or otherwise, they are not required to be disclosed by the terms of the Agreement. The disclosure of a particular item herein shall not be taken as an admission by Rapid that such disclosure is required to be made under the terms of any representation or warranty set forth in the Agreement.

40735404YLEGALI4446273. 7 1 TABLE OF CONTENTS

Page

SCHEDULE 2.2 (EXCLUDED ASSETS) ...... 2 SCHEDULE 4.3 (NO CONFLICT; REQUIRED CONSENTS OF RAPID) ...... 4 SCHEDULE 4.4 (ASSETS; TITLE, CONDITION, AND SUFFICIENCY) ...... 7 SCHEDULE 4.5 (REAL PROPERTY) ...... 8 SCHEDULE 4.6 (ACQUIRED CONTRACTS j ...... 20 SCHEDULE 4.6(c)(RETRANSMISSION CONSENT AGREEMENTS) ...... 28 SCHEDULE 4.7 (EMPLOYEE BENEFIT AM)EMPLOYMENT MATTERS) ...... 30 SCHEDULE 4.8 (LITIGATION) ...... SCHEDULE 4.9 (SYSTEM INFORMATION) ...... SCHEDULE 4.1 l(a) (GOVERNMENT PERMITS) ...... SCHEDULE 4.1 l(b) (COMPLIANCE WITH LEGAL REQUIREMENTS) ...... 38 SCHEDULE 4.1 l(dj (COMPLIANCE WITH LEGAL REQUIREMENTS) ...... 42 SCHEDULE 4.11(f) (COMPLIANCE WITH SECTION 626)...... 43 SCHEDULE 4.1 l(g) (COMPLIANCE WITH LEGAL REQUIREMENTS) ...... 44 SCHEDULE 4.12 (PATENTS, TRADEMARKS AND COPYRIGHTS)...... 48 SCHEDULE 4.13 (ACCOUNTS RECEIVABLE) ...... 49 SCHEDULE 4.15 (INSURANCE POLICIES) ...... 50 SCHEDULE 4.16 (FTNANCIAL STATEMENTS) ...... 51 SCHEDULE 4.19 (ENVIRONMENTAL MATTERS) ...... 52 SCHEDULE 5.14 (SHARED CONTRACTS) ...... 53 SCHEDULE lO.l(d) (INDEMNIFICATION BY RAPID) ...... 55

40735-004SiLEGAL14446273.7 i Schedule 2.2 to Asset Purchase Agreement dated August 6,2008 among Shentel Cable Company and Rapid Communications LLC and Rapid Acquisition Co., LLC.

Excluded Assets

1. Transport Services Agreements between Rapid and EchoStar for receipt of off-air network broadcast stations. 2. Retransmission Consent Agreement dated January 1, 2006 with Sinclair Television Group, Inc. (except for the partial assignment of the Agreement with respect to stations WCHS (serving the Systems of Clay and West Union, WV), and WVAH (serving the Systems of Boone County and Clay, WV)). 3. All of Rapid's user rights to the "off-the-shelf software" used in the operation of the Systems. 4. Amended and Restated Management Agreement dated May 14,2003 between Rapid and Rapid Communications Management, LLC. 5. Rapid's billing software agreement with Azar. 6. Internet Provider Agreement dated July 3,2003 between Rapid and ParaSun Technologies, Inc. (except for the partial assignment of the Agreement with respect to the Systems of Covington, VA, Franklin, Pennsboro, Petersburg, Summersville and Weston, WV). 7. AT&T Master Agreement dated May 26,2006 with AT&T Corp. (except for the partial assignment of the Agreement with respect to the Systems of Pennsboro, Petersburg and Franklin, WV). 8. Will Carry Agreement with Hearst-Argyle Television, Inc. (except for the partial assignment of the Agreement with respect to station WTAE (serving the Systems of Belington, Broad Run, West Union and Weston, WV)). 9. Retransmission Consent Agreement dated January 1,2007 with Sinclair Television Group, Inc. (except for the partial assignment of the Agreement with respect to stations WCHS (serving the Systems of Ansted, Broad Run, Craigsville, Dingess, Drennen, Gassaway, Gilboa, Glenville, Grantsville, Hanisville, Harts, Page, Scarbro, Richwood, Summersville, Webster Springs and Weston, WV), and WVAH (serving the Systems of Ansted, Craigsville, Dingess, Drennen, Gassaway, Gilboa, Glenville, Grantsville, Hamsville, Harts, Page, Scarbro, Pennsboro, Richwood, Summersville, Webster Springs and Weston, WV)). 10. Advertising Agreement dated August 1,2006 with Control Network Avails. Ltd. (except for the partial assignment of the Agreement with respect to the Petersburg, West Virginia System). 11. Retransmission Consent Agreement with Gray Television, Inc. (WSAZ). 12. Signal Retransmission Consent Agreement with Davis Television Clarksburg, LLC (WVFX). 13. Retransmission Consent Agreement with Gray Television Group, Inc, (WYMT). L 14. Letter Agreement with WBOY-TV, LLC (WBOY). 15. Cable Television Retransmission Agreement with Withers Broadcasting Company of West Virginia dba WDTV. 16. Letter Agreement dated June 22,2006 with West Virginia Media Holdings, LLC (WBOY, WOW, WVNS and WTRF). 17. Letters dated September 29,2005 with Gray Television Group, Inc. (WTAP). 18. Retransmission Consent Agreement with Gray Television Group, Inc. (WYMT-TV). 19. Pole Attachment License Agreement dated March 1.2006 with Appalachian Power Company (UP) (Summersville and Gilboa, MV). 20. Pole Attachment Agreement with Citizens Telecommunications Company of West Virginia (Marlinton, Petersburg, and Summersville, WV). 21. Pole Attachment License Agreement dated January 1, 1996 with Monongahela Power Company {Franklin, Petersburg, Summersville, Weston and West Union, WV). 33 Irr. Headend In The Sky Programming Transport Agreement effective December 1,2002 with Headend In The Sky Inc. (except for the partial assignment of the Agreement with respect to the Systems of Covington, VA,

40 73 5-0045iLEGAL I 4446213 .I 2 Belington, Franklin, Gilboa, Grantsville, Marlinton, Pennsboro, Petersburg, Summersville and Weston, wv). 23. TV Guide License and Distribution Agreement dated September 1,2003 with TV Guide Networks, Inc. (except for the partial assignment of the Agreement with respect to Covington, VA, Belington, Franklin, Gilboa, Grantsville, Marlinton, Pennsboro, Petersburg, Summersville and Weston, WV). 24. NAS-RAC Addressable Set-Top Services Agreement dated September 1,2006 with General Instrument Authorization Services, Inc. (except for the partial assignment of the Agreement with respect to Weston and Sunmiersville, WV). 25. Addressable Set-Top Services Agreement dated November 23,2004 with General Instrument Authorization Services, Inc. (except for the partial assignment of the Agreement with respect to Covington. \‘A, Belington, Gilboa, Grantsville and Marlinton, WV.)

407354045/LEGALI 4446273.1 3 Schedule 4.3 to Asset Purchase Agreement dated August 6,2008 among Shentel Cable Company and Rapid Communications LLC and Rapid Acquisition Co., LLC.

No Coflict: Reauired Consents of Rauid

Franchise Agreements

Virginia Svstems

*Town of Clifton Forge *Town of Iron Gate *City of Covington *Alleghany County

*All West Virginia franchises described on Schedule 4.6 under "Franchise Agreements" require consent to assign.

Lease Agreements

1. *Facilities Site Lease with John and Mardeen Rinehart. 2. *Lease Agreement with Rachel L. Rhodes. 3. *Facilities Site Lease with Scott and Julie Harkins. 4. *Lease Agreement with George Vance (notice only). 5. *Land Lease with H. H. Spencer, Jr. 6. *Lease Agreement with White Oak Lumber Company. 7. *Lease Agreement with Deborah Garton, Melissa G. Allison and Opal D. Garton. 8. *Site Rental Agreement with Triax Cablevision. 9. *Easement for Electric Power or Communication Facility with US Army Corp of Engineers, 10. *Lease Agreement with Pocahontas Land Corporation. 11. *Lease Agreement with Joe and Wilma Talbot.

Easements and Rights of Way

Virginia Svstems

1. *Agreement with Hercules Powder Company

West Virginia Svstems

1. *Television Cable Right of Way with Kenton Meadows Co. Inc.

407354045/LEGALI 446273.7 4 Retransmission Consent Agreements

1. *Retransmission Consent Agreement with WDBJ Television, Inc. -.7 *Analog and Digital Retransmission Consent Agreement with WJAC Inc. (Assignment required). 3. *Analog and Digital Retransmission Consent Agreement with WSET Incorporated (Assignment required). 4. *Analog and Digital Retransmission Consent Agreement with Media General Operations, Inc. (WSLS) (Assignment required). 5. *Will Carry Agreement with Hearst-Argyle Television, Inc. (notice only). (Required partial assignment of Agreement with respect to station WTAE (serving the Systems of Belington, Broad Run, West Union and Weston, WV)). 6. *Retransmission Consent Agreement dated January 1,2006 with Sinclair Television Group, Inc. (Required partial assignment of the .4greement with respect to stations WCHS (serving the Systems of Clay and West Union, WV), and WVAH (serving the Systems of Boone County and Clay, WV)). 7. *Retransmission Consent Agreement dated January 1,2007 with Sinclair Television Group, Inc. (Required partial assignment of the Agreement with respect to stations WCHS (serving the Systems of hsted, Broad Run, Craigsville, Dingess, Drennen. Gassaway, Gilboa, Glenville, Grantsville, Harrisville, Harts, Page, Scarbro, Richwood, Summersville, Webster Springs and Weston, WV), and WVAH (serving the Systems of Ansted, Broad Run, Craigsville, Dingess, Drennen, Gassaway, Gilboa, Glenville, Grantsville, Hamsville, Harts, Page, Scarbro, Pennsboro, Richwood, Summersville, Webstcr Spnngs and Weston, W)).

Bulk Service Agreements

West Virrinia Systems

1. Cable Television Installation and Service Subscription Agreement with Glenville State College. -.7 Agreement dated September 5, 1990 with Summers Village Apartments (notice only). 3. Bulk Cable Television Multi-Unit Agreement with Sumrnetsville Super 8 Motel, Inc. (notice only). 4. Bulk Cable Television Multi-Unit Agreement with Old School House Apartments (notice only). 5. Bulk Cable Television Multi-Unit Agreement with Midway Motel (notice only). 6. Agreement with Board of Trustees, West Virginia University, State 4H Camp (notice only). 7. Bulk Cable Television Multi-Unit Agreement with Weston Super 8 Motel, Inc. (notice only). 8. Cable Television Installation and Service Subscription Agreement with Brian Talbot (Talbon Personal Care Home). 9. Cable Television Bulk Billing Agreement with Watergate Inn (notice only).

Railroad Crossing Aereernen ts

*All permits described on Schedule 4.6 under "Railroad Crossing Agreements" require consent to assign.

FCC Licenses

System Type of License License Number Weston, West Virginia Radio KNCJ948 Radio WPNZ905

Pole Attachment Agreements

*All pole attachment and anchor agreements described on Schedule 4.6 under "Pole Attachment Agreements" require consent to assign.

5 Miscellaneous Agreements

Vireinia Svstems

1. Agreement for Local Cable Advertising with ACC Operations. Inc. lka Adelphia Media Services.

1.7 *Fiber Optic Agreement with NTELOS Telephone Company.

West Vireinia Svstems

1. Cable Advertising Affiliation Agreement with Charter Commumcations VI, LLC (notice only) 2. *Fiber Construction Agreement dated September 10. 2005 with FiberNet, L.L.C. 3. Nielsen Media Research Monitoring Equipment Agreement dated March 15, 1999 with Nielson Media Research. 4. Advertising Agreement dated August 1. 2006 with Control Network Avails, Ltd. (Partial Assignment) 5. +AT&T Master Agreement dated May 26, 2006 with AT&T Corp. (consent requlred for the partial assignment of the Agreement with respect to the Systems of Pennsboro, Petersburg and Franklin, WV). 6. "Headend Tn The Sky Programming Transport Agreement effective December 1,2002 with Headend In The Sky Inc. (consent required for the partial assignment of the Agreement with respect to the Systems of Covington, VA, Belington, Franklin, Gilboa, Grantsville, Marlinton, Pennsboro, Petersburg, Summersville and Weston, WV). *TV Guide License and Distribution Agreement dated September 1,2003 with TV Guide Networks, Inc. (consent required for the partial assi_ment of the Agreement with respect to Covington, VA, Belington, Franklin, Gilboa, Grantsville, Martinton, Pennsboro, Petersburg, Summersville and Weston, WV). 8. *NAS-RAC Addressable Set-Top Services Agreement dated September 1, 2006 with General Instrument Authorization Services, Inc. (consent required for the partial assignment of the Agreement with respect to Weston and Summersville, WV). 9. * Addressable Set-Top Services Agreement dated November 23,2004 with General Instrument Authorization Services, Inc. (consent required for the partial assignment of the Agreement with respect to Covington, VA, Belington. Gilboa. Grantsville and Marlinton, WV.) 10. "Internet Provider Agreement dated July 3,2003 between Rapid and ParaSun Technologies, Inc. (consent required for the partial assi,onment of the Agreement with respect to the Systems of Covington, VA, Franklm, Pennsboro, Petersburg, Summersville and Weston, WV).

1. *The consent of Rapids lender, HBK Investments L.P.. is required for the consummation of the Agreement. (HBK Investments L.P. has advised Rapid that such consent shall be delivered.)

Following the exercise of reasonable efforts by Rapid and Buyer pursuant to Section 5.3 of the Agreement to obtain all Required Consents set forth on this Schedule 4.3. in lieu of delivering any Required Consent as required pursuant to Section 6.l(e)(ii) of the Agreement. Rapid and Buyer may enter into any alternative arrangement (which may include a license, sublease or operating agreement) to provide that Buyer shall receive the benefits of any Contract applicable to any such Required Consent (each such Contract, a "Deferred Contract") after the Closing Date to the same extent as if such Deferred Contract had been assigned to Buyer as of Closing. Any such alternative arrangement shall be in compliance with any applicable Legal Requirements and the terms and conditions of any such Deferred Contract. Until the assignment of the Deferred Contract, Rapid shall continue to use all reasonable efforts, and Buyer shall cooperate with Rapid, to obtain all Required Consents and to remove any other impediments to such assignment. If a party to a pole attachment agreement set forth on this Schedule 1.3 does not consent to assignment of such pole attachment agreement but rather agrees to enter into a new agreement with Buyer with respect to the same subject matter on substantially the same terms and conditions (or on current market terms), then the closing condition set forth in Section 6.l(e)(ii) of the Agreement shall be deemed to have been satisfied with respect to such pole attachment agreement.

6 Schedule 4.4 to Asset Purchase Agreement dated August 6,2008 among Shentel Cable Company and Rapid Communications LLC and Rapid Acquisition CO., LLC.

Assets: Title, Condition. and Sufficiency

1. The Assets are subject to a lien in favor of HBK Investments L.P., which lien will be released at Closing with respect to the Assets.

40735-0045/LEGALl4446273.7 8 Schedule 4.5 to Asset Purchase Agreement dated August 6,2008 among Shentel Cable Company and Rapid Communications LLC and Rapid Acquisition Co., LLC.

Real Prouerty

System Property LocationiAddress Use

Leased Real Prouextv

System Property Location Lessor Use Belington, WV Rt. 1 1, Audra Road, Belington, John and Mardeen Rinehart Headend wv 1, I Boone County. WV Boone County, WV Lilian Price Headend Clay, WV 712 Clay Maysel Road, Clay Rachel L. Rhodes Headend County, WV Franklin, WV Propst Gapp (Lease), John Harmon Family Trust Headend Pendleton County, WV and PauIine Harmon Craigsville, WV Craigsville, WV Dry Dock Corporation Headend 1.2 acres, on waters of Rock Milton and Roberta Woods, Headend Camp Creek. Nicholas County, John and Geraldine Woods wv Drennen. WV Skaggs property off Backus Jewel Skaggs Headend Run Road, Drennen. WV Gilboa, WV State Rt. 39, Summersville, Helen Nichols Head end WV Grantsville, WV Route 33 &: 119, Calhoun James Bell Headend County, WV Marlinton. WV 5 1 1 3rd Ave., Marhnton, WV. Randy Mock HeadendiOffice Pennsboro, WV Park Drive, Pennsboro, lhtche Dennis Sellers Headend County. WV Petersburg, WV 13,000 sq. ft of real property. Bruce and Helen Hye Headend Grant County, WV BeaconNet Tower Compound. BeaconNet, LLC Headend Grant County, WV I Summersville, WV State Rt. 39. Sunimersville, j Benjamin P. Brown, .Ir. Headend LW Webster Sprmgs Airport Road, Scott and Julie Harkins Headend Webster Countv. WV

40735-0045iLEGAL 14446273.7 9 6,000 sq. ft., near Town of Kenneth and Deloris Antenna Camden on Gauley, Webster McCumbers County, WV Dingess Columbia Gas Service George Vance Headend Road, Mingo County, WV Tract 6 of Horse Ridge, H.H. Spencer, Jr. Headend Richwood, Nicholas County, wv On the waters of Cokeoven Pocahontas Land Headend Fork of Loup Creek, Fayette Corporation County, WV Two tracts of land on Haystack White Oak Lumber Headend Mountain and Carlisle, Fayette Company County, WV 80 N. Main Street, Webster Joe and Wilma Talbott Office Springs, WV Route 5, Dingess Mountain Road, Dingess. WV Agreement) One acre on Doe Run, West Dennis Powell Headend Union, Doddridge County, WV Weston, WV Building No. 6 in Garton Plaza, Weston, WV 4,400 sq. fi. of warehouse space in Heck's Building,

~ Weston. WV Two acres at Rte 33 & 119, Georgia McCartney-Burke Headend I Glenville, Gilmer County, WV Charlies Knob, Petersburg, Triax Cablevision Receive Site wv James Coohan (income) Triax Cablevision Office Space Hog Knob, Sutton Lake, US Army Corp of Engineers Antenna Br&ton County. WV Waters of Walnut Fork, of Stephen J. Scherer (Verbal Headend Finks Creek, Lewis County, Agreement - Consideration WV for lease: $75.00 per month) 663 Broad Run C.hurch Road, Barbara Setliff (Verbal Headend Jane Lew. WV Agreement - Consideration for lease: free cable service) I Craigsville, WV

Written Easements and Rights of Way

System Property Location Grantor Document Covington, VA Alleghany County, VA G. J. and Peggie B. Kimberland Easement Agreement Alleghany County. VA Linda B. Lewis Easement Agreement Alleghany County, VA John P. and Sara W. Zeek Easement Agreement Alleghany County, VA Barbara Westerman Newlon Easement Agreement Alleghany County. VA Larry R and Nora J. Denius Easement Agreement 1 Alleghany County, VA James C. and Peggy M. Doyle Easement Agreement Alleghany County, VA Roger D. and Regina B. Easement Agreement Muterspaugh Alleghany County, V A Nancy N. and Robert T. Slusser Easement Agreement

40735-0045/LEGALl4416273.7 10 Alleghany County, VA Dennis E. and Nancy B. Nicely Easement Agreement Alleghany County. VA George T. and Genda W. Jenkins Easement Agreement Alleghany County, VA Norman A. and Glenda V. Nicely Easement Agreement Alleghany County, VA LeeRoy and Barbara Vess Easement Agreement Daniel and Suzanne Muterspaugh Easement Agreement Abdul and Ida Mae Sarafandi Easement Agreement Alleghany County, VA Abdul and Ida Mae Sarafandi Easement Agreement Alleghany County, VA Phyllis B. Ratliff Right of Way Agreement Alleghany County, VA Clifton Forge-Waynesboro Right of Way and

Telephone Company Easement ~ City of Covington Gerald W. and Alicia A. Gibson Right of Way Agreement City of Covinpton George L. and Doris H. Jarmson Rieht of Way Agreement Alleghany County, VA Claude M, and Violet C. Loan Right of Way Agreement Alleghany County, VA Hany J. and Linda L. Newman Right of Way Agreement Aileghany County, V.4 County of Alleghany Right of Way Agreement City of Covington Sams and Company Right of Way Agreement Alleghany County, VA Cedar Forest Limited Partnership, Right of Way Agreement Dorchester Development Corporation Alleghany County, VA Cedar Forest Limited Partnership, Right of Way Agreement Dorchester Development Corporation Alleghany County, VA Mary Ann Harlow Right of Way Agreement Alleghany County, VA Roger D. and Regina B. Right of Way Agreement Muterspaugh

107B5-004jiLEGALI4446273.7 I1 Alleghany County, VA Claude and Mary Vess, Shirley Vess and Reginald E. Saville, Clovis and Phyliss Vess, Glenda and Norman Nicely and Freddie and Brenda Vess l----r- Dwayne 0. Broughman Right of Way Agreement Dwayne 0. Broughman Right of Way Agreement Janice M. Coffey ad Dawn M. hght of Way Agreement McClain Alleghany County, VA Alleghany County School Board Right of Way Agreement Alleghany County, VA Chnstopher M. and Daphne P. Right of Way Agreement Tinslev

Larry E. and Lora Ann Peal Right of Way Agreement Steven J. and Mary K. All Right of Way Agreement William A. Rule, Jr. Easement Agreement 1 Alleghany County, VA Raybilron. Inc. I Easement Agreement 1 Alleghany County, VA Virginia Mead, Paul and Virginia 1 Easement Agreement- Brooks and James and Hazel Lipsey Ernest E. and Rebecca S. Rhea Easement Agreement Burr M. Collins Easement Agreement Theresa M. Fndley Davis Easement Agreement W. G. Mathews, Jr. Estate Easement Agreement Karen Warren Easement Agreement Alleghany County. VA Robert P. and Elma C. Putnam Easement Agreement Alleghany County. VA Gary F. and Rhonda P. Clark Easement Agreement Alleghany County. VA Charles Preston Reid Easement Agreement Alleghany County, VA Carolyn and Ernest L. Smith. Jr. Easement Agreement Alleghany County, VA Rosa N.Black Easement Agreement Alleghany County, VA Victor C. and Vicki L. Cassedy Easement Agreement Alleghany County, VA Margie and Herbert Persinger and Easement Agreement Caroim P. Lewis I Alleghany County, VA Claude and Mary Vess, Shvley Easement Agreement Vess and Reginald E. Saville, Clovis and Phyliss Vess, Glenda and Norman Nicely, Freddie and Brenda Vess, and N.T.Vess Jr. and Barbara M. Vess Ibra and Phyllis Nelson Easement Agreement Michael A. and Patncia T.Jack Easement Agreement Robbie H. and Mary T. Jack Easement Agreement Alleghany County, VA Clarence B. and Joyce M. Easement Agreement

I I Campbell

40735-0045/LEGA L 1 4446273.7 12 Alleghany County, VA Donald R. and Edith D. Brown Easement Agreement Alleghany County, VA G. L. and Joann C. Anderson Easement Agreement Alleghany County, VA Graham L. and Joann Anderson Easement Agreement Alleghany County, VA Sharon Raritan Club Inc. Easement Agreement Alleghany County, VA James M. and Madge B. Brown Easement Agreement Alleghany County, VA Manon E. and Hilda B. Nicely Easement Agreement Alleghany County, VA Guy M. and Melissa R. Pullen Easement Agreement Alleghany County, VA Elbert W. and Loleta F. Nicely Easement Agreement Alleghany County, VA Walter Moore Easement Agreement Alleghany County, VA Michael P. and Roxana K. Curtis Easement Agreement Alleghany County, VA Bill and Janet Cahoon Easement Agreement Allephany County, VA Carrol D. and Sharon Broughman Easement Agreement Alleghany County, VA Karen and Edwin J. Walton, Sr. Easement Agreement Alleghany County. VA R. B. Bennington, Jr., Agent Easement Agreement Alleghany County, VA I C. Richard and Myrna Larrick Easement Agreement Alleghany- County, VA 1 Leona F. Griscavage and Mane E. Easement Agreement- Dudley Alleghany County, VA Clivie and Thelma Nicely Easement Agreement Alleghany County, VA Mary N. Powell-McDaniel Easement Agreement Alleghany County, VA Josephsne Frances Smith Easement Agreement Alleghany County, VA Retha C. Scialoia Easement Agreement Alleghany County, VA Tracey and Robert G. Howard, 111 Easement Agreement Alleghany County, VA Audrey Rosalie F. Dew Easement Agreement Alleghany County, VA Wesley L. and Ellen N. Snead Easement Agreement Alleghany County. VA Lois and Preston Lacy. Jr. t Easement Agreement Alleghany County, V.4 Dennis W and Nancy E. Fury Easement Agreement Alleghany County, VA Gerald V. and Freda V. Edwards Easement Agreement Alleghany County. VA County of Alleghany Easement Agreement Alleghany County, VA Carroll R. and Mary H. Crawford Easement Agreement Alleghany County, VA Virginia G. and Paul Brooks Easement Agreement Alleghany County, VA Clifton Forge-Waynesboro Right of Way and 1 Telephone Company { Easement 1 Alleghany County, VA 1 Clifton Forge-Waynesboro 1 Right of Way and I 1 Telephone Company Easement Alleghany County, VA Virginia B. Mead Easement Agreement Alleghany County, VA Helen E. and George J. Kostel Easement Agreement Alleghany County. VA R. C. Moneymaker Estate Easement Agreement I Alleghany County. VA George S. and Mary C. Rumpf Easement Plgreement Alleghany County, VA Loretta N. Putnam Easement Agreement Alleghany County. VA Norman T Wilhelm Easement Agreement

40735-0045iLECAL 14346273.7 13 Alleghany County, VA Allen R. and Frieda F Puckett Easement Agreement Alleghany County, VA Grover M. and Myrle M. Nicely Easement Agreement Alleghany County, VA Nancy H. Lushbaugh Easement Agreement Alleghany County, VA Ernest L. Smith, Jr. Easement Agreement Alleghany County, VA Richard E. Nicely Easement Agreement Alleghany County, VA Dreama and Frank L. Robinson Easement Agreement Alleghany County. VA Carver S. Light Easement Agreement Alleghany County. VA David Chambers Easement Agreement Alleghany County, V.4 Lee R. and Carol A. Angle Easement Agreement Alleghany County, VA Pauline W. Clark Easement Agreement Alleghany County, VA Susie Mays Easement Agreement Alleghany County, VA Dora B. Faidley hick-Vest Easement Agreement Alleghany County, VA Kenneth and Margaret Childs and Easement Apeement I Gary L. Childs I Alleghany County, VA 1 Kenneth and Margaret Childs and 1 Easement Agreement Nancy C. Heizer Alleghany County, VA Joan Lamck Rule Easement Agreement Alleghany County, VA Larry K. and Sue M. Bums Easement Agreement Alleghany County, VA Forrest B. and Rachelle P. Nicely Easement Agreement Alleghany County, VA Fremont A. and Mary V. Nicely Easement Agreement Alleghany County, VA Reginald and Shxley V Saville Easement Agreement Alleghany County, VA Randy Lee and Joy W. Nicely Easement Agreement Alleghany County, VA Jesse H. and Nora K. Taylor Easement Agreement Alleghany County, VA Cathenne G. VanNess Easement Agreement Alleghany County, VA Sharon Fire Department. Inc. Easement Agreement Alleghany County, VA Central Advent Chnstian Church Easement Agreement Alleghany County, VA James D. and Susan L. Nicely Easement Agreement Alleghany County, VA Emily L. Clarkson Easement Agreement Alleghany County, VA Frederick and Margaret Whiting Easement Agreement Alleghany County, VA William and Brenda Muterspaugh Easement Agreemcnt Alleghany County, VA Lewis D. Puckett Easement Agreement Alleghany County, VA John D. Groves Easement Agreement Alleghany County, VA R. LaRue Armstrong. Executor of Easement Agreement the Estate of Frances N Armstrong Alleghany County, VA Linda and Johnnie W. Snead, Jr. , Easement Agreement

14 Alleghany County, VA Robert S. and Patricia N. Peery Easement Agreement Alleghany County, VA Richard and Wanda H. Engleman Easement Agreement Alleghany County, VA Brenda H. And Byran Daniel 111 Easement Agreement Alleghany County, VA Jerry L. and Sharon S. Craft Easement Agreement Alleghany County, VA Dorothy and Theodore Nicely Jr. Easement Agreement Aleghany County, VA Robert M. Core11 Easement Agreement Alleghany County, VA Janice A. Middleton and Michael Easement Agreement

Jr. Alleghany County, VA Clayton T. Lowe Easement Agreement Alleghany County, VA Robert R. and Nellle G.Campbell Easement Agreement Alleghany County, VA Samuel H. and Lena F. Burlcy Easement Agreement

~ Alleghany County, VA M. Loraine Hepler 1 Easement Agreement Alleghany County, VA Cheryl C. and Richard E. Dressler Easement Agreement Alleghany County, VA WilIiam L. and Bonnie S. Paxton Easement Agreement Alleghany County. VA George E. and Terry C. Clemons Easement Agreement Alleghany County. VA Donald L. and Wilma D Dulaney Easement Agreement Alleghany County, VA Riclue M. and Becky J Badley ~~ Alleghany County, VA Sylvia and Leonard W. Jones. Jr. Easement Agreement Alleghany County, VA Erma C Quinlin Easement Agreement Alleghany County. VA Carolyn and John L. Quinlm, I11 Easement Agreement -I Alleghany County. VA Charles and Elizabeth T. Burger Easement Agreement Alleghany County, VA James C. and Peggy M Doyle Easement ‘4greement

40735-0045iLEGAL14;116173.7 15 Lawler Alleghany County, VA Edith R. McNabh Boone Easement Agreement Alleghany County. VA Teresa T. and Jerry L. Vess. Jr. Easement Agreement Alleghany County, VA Lettie N. Dotson Estate Easement Agreement Alleghany County, VA Richard and Mildred P. Duncan Easement Agreement Alleghany County, VA Richard E. and Lisa L. Jessee Easement Agreement .4lleghany County, VA , Michael S. and Ginger P. \'ail Easement Agreement r I Alleghany County, VA 1 Annette M. Comer and Larry K. Easement Agreement

County, L.P. Alleghany County, VA Virgima Mead, Paul and Virginia Easement Agreement Brooks and James and Hazel Lipsey Alleghany County, VA Earnest E. and Rebecca S. Rhea Easement Agreement Alleghany County. VA Burr M. Collins Easement Agreement Alleghany County. VA Theresa M. Fridley Davis Easement Agreement Alleghany County, VA EIizabeth and Ronald Hosey, Jr. Easement Agreement Alleghany County, VA Helen B. and Hunter H. Mays Easement Agreement Alleghany County, VA Merrill S. and Lois D. Mays Easement Agreement Alleghany County, V A H. Burl Higginbotham Easement Agreement Alleghany County. VA Judith R. and Richard P. Brownlie Easement Agreement Alleghany County, VA Angela and Michael L. Lomasney Easement Agreement Alleghany County, VA Krishnamurthy Sankaranarayanan Easement Agreement

40735-004SiLEGAL14446273.7 16 Mleghany County, VA Walter A. and Pamela M. Folks Easement Agreement Alleghany County, VA Parklin Heights, Incorporated Easement Agreement Meghany County, VA Florence L. Clover, Stalma G. Deed of Easement and Charles W. Hacker and SheIby Glover Alleghany County, VA Alleghany Camping Grounds Inc. Easement Agreement Alleghany County, VA Susan D. and Roscoe B. Easement Agreement

and John B. Mitchell Alleghany County, VA Frank A. and Judy A. Farrington Easement Agreement Alleghany County. VA Cleveland C. and Lelia B. Carroll Easement Agreement Alleghany County, VA Elizabeth L. and Rucker Easement Agreement

407354045/LEGALI 4446273.7 17 OBrien Alleghany County, VA George P. and Ava S. Reynolds Easement Agreement Alleghany County, VA Harry L. and Wanda H. Gilbert Easement Agreement Alleghany County, VA Vicki and Donald L. DeVore. Jr. Easement Agreement Alleghany County, VA Zella L. Reynolds Easement Agreement Alleghany County, VA George P. and Ava S. Reynolds Easement Agreement Alleghany County, VA Selma Volunteer Fire Co., Inc. Easement Alleghany County, VA Otho E. and Roxie R. Craft Deed of Easement Alleghany County, VA Covington- Alleghany County Agreement Industrial Development Corporation and Alleghany Central Corporation Alleghany County, VA Russell E. and Lola G. Cash and Easement Agreement Helene C. Marsh Alleghany County. VA Dolly Ann Apartments Easement Agreement Alleghany County, VA Covington-Alleghany County Agreement Industrial Development Corporation and Alleghany Central Corporation Interstate Rte. 64- Alleghany Virginia Department of Highways Pennit No. 8-3587 County Interstate Rte. 64- Alleghany Virginia Department of Highways Permit No. 8-3585 1 County Interstate Rte. 64 8L Rt. 1103- Virginia Department of Highways Permit No, 8-3658 Alleghany County Interstate Rte. 64- Alleghany Virginia Department of Highways Pemt No. 8-6336

1 Alleghany County, VA I D.W. Nichols I Agreement

407354045iLECiALI 4446273.7 18 Alleghany County, VA Martha B. Lipsey and Virginia B. Agreement [illegible] Franklin, WV Pendleton County, WV Valhalia Enterprises, Inc. Easement Propst Knob Edwin and Beulah Simmons Right of Way Agreement Marlinton, WV Bucks Mountain, Pocahontas Basil Sharp Right of Way Agreement

Braxton County, MV West Vlrginia Department of Permit No. 7-86-1331 Highways Braxton County, WV West Virginia Department of Permit No. 7-86-1232

Verbal Easements or Arrangements Granted in Exchange for Free Cable Service

Star Motel Barbara Dolbec equipment in'Motel Summersville. WV 160 Irish Street Okla McClung Aerial Weston. WV 962 Simpson Run Rd Wayne Linger Aerial HC 10 Box 15 Alfred Lipps Aerial Dyer Hill Road Max Lockard Aerial I 1 Rt 19 1 EW Lockard 1 Aerial I

~ Dyer Hill Road 1 MaxLockard Aerial Highland Road ! Noel Pletcher Aerial i 1021 State St 1 Ralph Pletcher Aerial

40735-0045/LEGAL 14446273.7 19 20 Schedule 4.6 to Asset Purchase Agreement dated August 6,2008 among Shentel Cable Company and Rapid Communications LLC and Rapid Acquisition Co., LLC.

Acauired Contracts

Franchise Avreements

Virginia

System Community Agreements Covington Town of Clifton Forge e Franchise Agreement date August 19, 1997. e Resolution dated June 10. 2003, 1 Town of Iron Gate 0 Resolution dated September 22, 1994. 0 Ordinance No. 5-2003 dated May 29. 2003. City of Covington e Ordinance 0-03-22 dated August 12,2003. e Resolution dated August 12, 2003. Alleghany County e Ordinance No. 0-96-03 dated August 26, 1996. e Resolution dated July 1, 2003. 0 Letter of Consent dated .4ugust 9. 2005.

Belington 1 TownofJunior e Ordinance No. XVI dated October 19, 1992. e Resolution dated February 22. 2005. City of Belington e Cable System Franchise Agreement dated January 16. 1997. 1 e Consent and Approval dated September 1, 1999. e Agreement dated February 3,2005. 0 Resolution dated February 3. 2005. Barbour County 0 Franchise Ordinance dated June 2.3008. Boone County No Franchised Area Clay Clay County Agreement dated March 8, 1993. e Consent and Approval dated February 23,2004. 0 Letter of Transfer dated July 30.2006. Clay City 0 Ordinance No. 08-001 dated April 15,2008. Craigsvi 11e Nicholas County (Jet e Order dated June 7, 1990. Broadband) Dremen Nicholas County Franchise Agreement dated April 3, 1993. (Charter) e Franchise Agreement dated May 12, 1993. e Order dated June 7, 1990.

e Order dated April 15,3005. Franklin Town of Franklin e Ordinance No. 102 dated March

407354045/LEGAL14446273.7 21 Pendleton County 0 Ordinance No. 2008-1 dated June 17,2008. Gilboa Nicholas County 0 Franchise Agreement dated April 3, 1993. (Charter) 0 Franchise Agreement dated May 19, 1993. 0 Order dated June 7, 1990. 0 Resolution dated May 1, 1996. 0 Resolution dated August 19, 1999. 0 Order dated April 15,2005. Granstville Town of Grantsville Resolution dated October 6, 2003. 0 Resolution No. GRV00307 dated March 7. 2005. Calhoun County 0 Agreement for Cable Television Franchise dated November 2, 1991. 0 Agreement dated April 19, 2005. 0 Resolution dated April 19, 2005. MarlmtonMarlinton Town of Hillsboro 0 Resolution dated November 1 1. 2003. Pocahontas County Cable Television Franchise Agreement dated June 3,2008. Town of Marlinton 0 Cable Television Franchise Renewal Agreement dated August 7,200 1. 0 Resolution dated June 7,2005.

Pennsboro City of Pennsboro 0 Agreement dated June 18,200 1.

Petersburg City of Petersburg 0 Ordinance dated March 3,2008. Grant County . Ordinance dated June 13,2006. 0 Resolution date April 1 1,2006. 0 Letter of transfer dated January 23, 2008. 0 Summersvilie Town of Ansted Agreement and Resolution dated April 1~ 1993. 0 Agreement and Resolution dated March 3. 2005. Fayette County . Agreement dated December 8, 1993. Order dated December 30, 1993. Order dated June 9, 1999. Resolution and Order for transfer dated May 16,2005. 0 Resolution and Order for extension dated May 16, 2005. Town of Cowen 0 Ordinance No. 90-1 - 1 dated November 17, 1992. Town of Addison 0 Franchise Agreement dated October 28? 1992. 0 Resolution dated February 24, 2005. Town of Camden on Resolution dated March 11, 2004. Gauley 0 Letter of extension dated April 18, 2008. Lincoln County 0 Agreement for Renewal dated July 30. 1998.

0 Consent or Approval to Transfer dated .lune 3. 1999. 0 Letter of transfer dated December 14, 2001. 0 Resolution dated March 3, 2005. City of Rxhwood 0 Resolution No. 2004-064 dated March 4,2004. . Agreement dated May 5,2005. . Resolution dated May 5,2005. City of Summersville Ordinance dated June 25, 1994.

Logan County 0 Ordinance dated February 5, 1992. 0 Consent Resolution dated February 5, 1998. . Resolution dated October 5, 1998. 0 Consent or Approval dated July 7, 1999. 0 Resolution dated February 2. 2005.

307354)045!LECALI 4416273.7 32 :Charter) D Franchise Agreement dated May 12, 1993. D Order dated June 7, 1990. 0 Resolution dated May 1, 1996. e Resolution dated August 19, 1999. e Order dated April 15,2005. Mingo County e Ordinance dated September 15, 1993. 0 Resolution No. 1 dated April 20,2005. 0 Agreement dated April 20.2005. e Ordinance dated May 16,2005. 0 Resolution dated December 28. 2005. Wayne County e Franchise Agreement dated March 7,2005. e Resolution dated March 7. 2005 Town of Ellenboro 0 Ordinance dated May 6. 1967. e Amendment and Extension to Ordinance for Franchise Agreement dated February 18, 1987. 0 Franchise Conscnt dated April 12, 1999. West Union Doddridge County e Agreement for Cable Television Franchise dated May 6, 1993. e Order Approving Transfer dated April 21, 1998. e Consent Resolution dated April 2 1, 1998. e Form of Consent or Approval dated August 25,2003. e Resolution dated April 4,2006. Town of West Union e Ordinance No. 10-5 dated March 4, 2008. ~ Weston Town of Jane Lew 0 Ordinance dated March 2, 1992. e Consent and Approval dated August 2, 1999. e Agreement dated May 16,2005. e Resolution dated May 16.2005.

~ Town of Hamsville e Ordinance dated September 7, 1965. 0 Supplemental Agreement dated April 2, 1968. e Ordinance Granting Consent dated April 20, 1999. e Letter of transfer dated December 14,200 1. 0 Resolution dated February 8, 2005. Town of Gassaway e Ordinance dated .4ugust, 196 1. e Minutes dated April 22, 1982. 0 Consent and Approval dated August 26, 1999. Town of Flatwoods e Ordinance dated December 10, 1957. 0 Acknowledgement and Acceptance dated June 9, 1988. 0 Consent and Approval dated August 3, 1999. e Resolution No. 01-05 dated February 7, 2005. e Agreement dated June 10.2005. Town of Burnsville 0 Permit dated March 10, 1972. e Letter of transfer dated December 14.2001. e Resolution dated June 11, 2004. 0 Resolution No. 003-2005 dated January 18, 2005. e Agreement dated May 23,2005. Pleasants County e Franchise Agreement dated February 12, 2005. e Resolution dated 2005. Town of Sutton e Ordinance dated August 12, 1961. 0 Consent and Approval dated August 12, 1999. 0 Resolution No. 2005-04-01 dated Aoril 14.2005. Webster County 0 Franchise Agreement dated June 4, 199 1, e Consent and Approval dated August 3, 1999.

23 0 Agreement dated March 21,2005. 0 Resolution dated March 2 1,2005, Eraxton County 0 Regulatory Order No. 93-1 dated July 2, 1993. 0 Agreement dated March 18, 2005. e Resolution dated March 18,2005. City of Weston 0 Ordinance and Agreement for Cable Television Franchise effective April 6, 1992. 0 Consent and Approval dated July 2 1, 1999. 0 Resolution No. 04-01 dated April 4, 2005. e Revised Addition to Franchise Extension dated April 19, 2005. Town of Sand Fork b Resolution dated May 6. 2002. Town of Glenville ? Resolution dated December 1,2004. 0 Agreement Extending Expration Date dated May 2, 2005. 0 Resolution dated May 2, 2005. Gilmer County 0 Agreement for Cable Television Franchise dated September (Charter) 30, 1991. 0 Addendum to Franchise Agreement dated April 29, 1992. b Commission Order dated January 6, 2000. b Commission Order dated April 18, 2005. Gilmer County 0 Agreement for Cable Television Franchise dated December (Basco) 31, 1991. e Commission Order dated July 14, 2005. Lewis County 0 Franchise Agreement dated December 2, 199 1. (Charter) 0 Consent and Approval dated August 23, 1999. e Resolution dated February 7,2005. e Agreement dated June 13,1005. Lewis County (Basco) 0 Franchise Agreement dated April 2 1, 1992. 0 Resolution dated May 3 1,2005. 0 Agreement dated June 13.2005. Ritchie County 0 Agreement dated July 14, 1998. b Resolution dated April 13, 2005. Harrison County 0 Cable Franchise Agreement dated March 13, 1992. Resolution to extend franchise dated June 2, 2005. 0 Resolution dated June 2.2005.

Rea1 Property

Reference is made to the Leased Real Property, Written Easements and Rights of Way and Verbal Easements set forth on Schedule 4.5.

FCC Licenses

System Type of License License Number Covington, Virginia TVRO E030139 Belington. West Virginia TVRO E656 1 Summersville, West Virginia TVRO E873635 TVRO E6625 Weston, West Virginia Radio KNCJ948 Radio WPNZ905 TVRO E873628

10735-0045/LEGALI 4446273.7 24 Bulk Service Agreements

Vireinia Systems

1. Hotel Service Agreement dated November 19, 1987 with Dr. Kris Sankar. 2. Customer Agreement for Business Internet Access Service dated April 2,2004 with Best Western. 3. Customer Agreement for Business Internet Access Service dated April 2,2004 with Comfort Inn. 4. Hotel Service Agreement dated August 1, 1987 with Town House Motel. 5. Agreement dated February 5, 1993 with Lodging Enterprises, Inc. 6. Hotel Service Agreement dated August 1, 1987 with Champak Patel (Highland Motel). 7. Hotel Service Agreement dated August 1, 1987 with Champak Patel (Pinehurst Motel). 8. Nursing Home Agreement dated September 27, 1990 with Bnan CenteriAllegheny. 9. Agreement dated April 26, 1993 with ARH Acquisition Corp. (Allegheny Regional Hospital). 10. Hotel Service Agreement dated March 1, 1989 with Jashwany J. Mehta (Joyners Motel). 11. Letter to Budget Inn, Covington, Virginia dated April 25, 1996. 12. Letters to Boy’s Home, Covington, Virginia, dated August 23, 1993 and May 30, 1996. 13. Letter to Best Western Mountain View (formerly Lakshmi), Covington, Virginia dated April 25, 1996.

West Virginia Svstems

1. Cable Television Bulk Billing Agreement dated September 1, 1997 with Hermitage Motor Inn. 2. Hotelklotel Bulk Rate Agreement dated March 27,2000 with Homestead Inn. 3. Hotel/Motel Bulk Rate Agreement dated January 2 1, 2000 with Grant County Nursing Home. 4. Cable Television Bulk BilIing Agreement dated September 1, 1997 with Park Motel. 5. HoteL’Motel Bulk Rate Agreement dated January 24, 2000 with Grant Memorial. 6. HoteliMotel Bulk Rate Agreement dated January 26, 2000 with K&J Motel. 7. Cable Television Bulk Billing Agreement dated September 1, 1997 with Fort Hill Motel. 8. Cable Television Bulk Billing Agreement dated September 1, 1997 with Thompsons Services. 9. Hotel/Motel Bulk Rate Agreement dated January 17,2000 with Pendleton Nursing Home. 10. HotelMotel Bulk Rate Agreement dated January 23, 2000 with Franklin Inn. 11. Cable Television Bulk Billing Agreement dated September 1, 1997 with Hickory Cabins. 12. Application for ServiceICommercial Agreement dated October 5, 2004 with Allen’s Pontiac Buick. 13. Cable Television Installation and Service Subscription Agreement dated September 15, 2002 with Glenville State College. 14. Cable Television Bulk Billing Agreement dated December 1, 1995 with Ferco Limited Liability Company (Sleep Inn). 15. Cable Television Bulk Billing Agreement dated December 1, 1995 with North Side Corporation (Comfort Inn). 16. Agreement dated September 5, 1990 with Summers Village Apartments. 17. Bulk Cable Television Multi-Unit Agreement dated September 27, 1989 with Summersville Super 8 Motel, Inc. 18. Bulk Cable Television Multi-Unit Agreement dated March 1, 1993 with Old School House Apartments. 19. Cable Television Bulk Billing Agreement dated September 1, 1997 with Watergate Inn. 20. Bulk Cable Television Multi-Unit Agreement dated March 16, 1990 with Midway Motel. 31. Cable Television Installation and Service Subscription Agreement dated November 24,2000 with Brian Talbot (Talbott Personal Care Home). 37 -i. Agreement dated August 21, 1990 with Board of Trustees, West Virginia University, State 4H Camp. 23. Bulk Cable Television Multi-Unit Agreement dated September 25, 1989 with Weston Super 8 Motel, Inc. 24. Cable Television Installation and Service Subscription Agreement dated March 24,2003 with Four Season’s Lodge. Inc. 35. Cable Television Installation and Service Subscription Agreement dated January 16, 2004 with Truck Stop 67.

4073541045~LEGALI4446273.7 25 26. Cable Television Installation and Service Subscription Agreement dated December 3, 2003 with StonewaIl Jackson Hospital. 27. Cable Television Installation and Service Subscription Agreement dated June 1.2003 with Plaza Management, LLC (Holiday Inn Express). 28. Cable Television Installation and Service Subscription Agreement dated May 9,2003 with The Development Partners, LLC (The Best Western Glenville h). 79. Cable Television Installation and Service Subscription Agreement dated March 26, 2003 with Lippizon Petroleum, Inc. 30. Cable Television Installation and Service Subscription Agreement dated October 7,2004 with John Skidmore Developments (Sutton Days Inn).

Pole Attachment Ameements

Utility Company Systems Agreement NTELOS Telephone Inc. Covington, VA Pole Attachment License Ag-reement BARC Electnc Cooperative Covington, VA Overhead Jornt Use Agreement Doncuon Power (fka Vlrginia Cowngton, VA Agreement

Overhead Jornt Use Agreement Cooperative Inc. Hamson Rural Electnfication Assn , Weston, WV Agreement for Joint Use of Electnc Inc. System Poles Verizon West Virginia, Inc Craigsville, Harts. Summersville, License Agreement for Pole Belington, Weston, Glenville, Attachments and/or Conduit Ansted, Gassaway and Richwood Occupancy m West Vuginia wv Appalachan Power Company Dmgess, Gilboa, Ansted, Page, Pole Attachment License Agreement Scarbro, Harts, Weston and Summersville WV Monongahela Power Company Weston, WV Pole Attachment Liccnse Agreement Monongahela Power Company Summersville and Weston, WV Pole Attachment License Agreement Monongahela Power Company Belmgton, WV Pole Attachment License Agreement Monongahela Power Company Belington, WV Anchor Agreement Monongahela Power Company Summersville, WV Pole Attachment License Agreement Monongahela Power Company Summersville and Weston, WV Pole Attachment License Agreement Monongahela Power Company Summersville, WV Anchor Agreement Monongahela Power Company Grantsville, Summersville and Anchor Agreement Weston, WV Monongahela Power Company Weston, WV Anchor Agreement Monongahela Power Company Weston, WV Anchor Agreement Monongahela Power Company Weston, WV Pole Attachment License Agreement Monongahela Power Company Grantsville, Summersville and Anchor Agreement Weston. WV Monongahela Power Company Weston. WV Pole Attachment License Agreement Monongahela Power Company Weston, WV Pole Attachment License Agreement Monongahela Power Company Weston. WV Pole Attachment License Agreement 1 Monongahela Power Company dba Belmgton. Grantsville, Marlinton, Pole and Anchor Attachment Allegheny Power Summersville and Weston. WV License PLgreement Monongahela Power Company dba Grantsville, Summersville and Pole Attachment License Agreement -4llegheny Power Weston, WV Monongaheia Power Company Summersville and Weston, WV Pole Attachment License Agreement Monongahela Power Company Summersville and Weston, WV Pole Attachment License Agreement Monongahela Power Company Summersville and Weston, WV Anchor Agreement

4073S-U015/LEGALi 4446273.7 26 Railroad Crossinp Apreements

Systems Vendor Permit No. Covington, Virginia CSX Transportation, Inc. CO.L31333 CO.L3 1360 CO.L3 1447 CO.L33224 CO.L34455 CO.L34456 co L37757 CO.L40187 CO.LOO5455 Pennsboro, West Virglnia CSX Transportation. Inc. BO.L90642 Weston, West CSX Transportation, Inc. BO.L39579

Miscellaneous Agreements

Virginia Systems

1. Fiber Optic Agreement dated September 18.2003 between Rapid and NTELOS Telephone Company. 2. Agreement dated September 26, I985 between Rapid, as successor-in-interest to Samnions Commumcations of Virginia, Inc., and WKEY, Inc. 3. Agreement dated March 13, 2008 between Rapid and Robert Wolfe, Sr. 4. Agreement for Local Cable Advertising dated October 1, 2003 between Rapid and ACC Operations. Inc. (Iba Adelpha Media Services). 5. MIS Service Agreement between Rapid and ACC Business. 6. Agreement dated July 3, 1985 between Rapid as successor-in-interest to Samnions Communications of Virginia, IC.and Alieghany Camping Grounds Inc.

West Virginia Svstems

1. Telecommunication.. Service Agreement dated July 25,2005 between Rapid and FiberNet, LLC. 2. Fiber Construction Agreement dated September 10, 2005 between Rapid and FiberNet, L.L.C. 3. Nielsen Media Research Monitoring Equipment Agreement dated March 15, 1999 between Rapid and Nielsen Media Research. 4. Fiber Optics License, Maintenance, and Right of Use Agreement dated November 23,2005 between Rapid and FiberNet, L.L.C. 5. Deposit Agreement dated December 1,2005 between Rapid and West Virginia Department of Transportation, Division of Highways. 6. Agreement dated March 12,2008 between Rapid and Heaven Sent C,omputer Services LLC. 7. Cable Advertising Affiliation Agreement effective July 15, 2005 between Rapid and Charter Communications VI, LLC. 8. Agreement for Customer Collection Services dated December 1,2000 between Rapid and Citizens National Bank. 9. Advertising Agreement dated August 1, 2006 between Rapid and Control Network Avails, Ltd. (Partial assignment with respect to the Petersburg, U'v System only.) 10. AT&T Master .4greement dated May 25, 2006 with ATBtT Corp. (Partial assignment with respect to the Pennsboro, Petersburg and Franklin, WV Systems only). 11. Indefeasible Right-Of-Use Agreement dated July 15,2005 among Rapid and Charter Communications VI, LLC. The Helicon Group, L.P., Interlink Communications Partners, LLC, Cable Systems. Inc. and Hornell Television Service. Inc. for 259,284 feet of dark fiber optic cable. 12. Indefeasible Right-Of-Use Agreement dated July 15,2005 among Rapid and Charter Communications VI, LLC, The Helicon Group. L.P., Interlink Communications Partners. LLC. Cable Systems, Inc. and Hornell Television Service, Inc. for 28.482 feet of dark fiber optic cable.

407354045/LEGALI 4446173.7 27 13. Indefeasible Right-Of-Use Agreement dated July 15, 2005 between Rapid and FiberNet, LLC for 17.2 miles of dark fiber optic cable. 14. Coaxial Agreement (verbal) between Rapid and Time Warner Cable, Inc. (or its affiliates) pursuant to which Time Warner provides service to approximately 65 (sub count is fkom 2005) of its customers in Braxton County, WV whxh are fed from Rapids trunk and distribution system. Time Warner pays Rapid $750.00 per month for this service. 1s. Headend In The Sky Programming Transport Agreement effective December 1,2002 with Headend In The Sky Inc. (Partial assignment of the Agreement with respect to the Systems of Covington, VA, Belington, Franklin, Gilboa, Grantsville, Marlinton, Pennsboro, Petersburg, Summersville and Weston, WV.) 16. TV Guide License and Distribution Agreement dated September 1, 1003 with TV Guide Networks, Inc. (Partial assignment of the Agreement with respect to Covington, VA, Belington, Franklin, Gilboa. Grantsville, Marlinton, Pennsboro, Petersburg, Summersville and Weston, WV.) 17. NAS-RAC Addressable Set-Top Services Agreement dated September 1,2006 with General Instrument Authonzation Services, Inc. (Partial assignment of the Agreement with respect to Weston and Summersville, WV.) 18. Addressable Set-Top Services Agreement dated November 23, 2004 with General Instrument Authonzation Services, Inc. (Partial assignment of the Agreement with respect to Covington, VA, Belington, Gilboa, Grantsville and Marlinton, WV.) 19. Internet Provider Agreement dated July 3,2003 between Rapid and ParaSun Technologies, Inc. (Partial assignment of the Agreement with respect to the Systems of Covington, VA, Frdin, Pennsboro, Petersburg, Summersville and Weston, WV.)

System Recipient of free service Service Provided Covington, VA K. A. Sizemore Cutting of grass and weeds and snow removal around headend. Franklin, WV Woodrow Hartman Internet hotspot. 1 Petersburg, WV Richard Slater Cutting of grass and weeds and snow removal around headend. 1 Weston,WV Cafe (2nd and Center) Internet hotspot.

Acauired Contracts in Default

1. Rapid’s franchise agreement with Clay County, West Virginia has expired.

-*? Rapid currently has no written Pole Agreement with histrong Telephone for the Weston, West Virginia System (Harrisville area). 3. Rapid’s Lease Agreement with John and Mardeen Rinehart for the headend in the Belington, West Virginia System expired on June 30,1008. 4. Rapid has not met the bond requirements for any of its contracts. 5. The Addressable Set-Top Services Agreement dated November 23,2004 with General Instrument Authorization Services, Inc. has expired on its terms; Rapid is operating under this Agreement on a month- to-month basis.

$073$-0045/LEGALI $446273.7 28 Schedule 4.6(c) to Asset Purchase Agreement dated August 6,2008 among Shentel Cable Company and Rapid Communications LLC and Rapid Acquisition Co., LLC.

Retransmission Consent Agreements

Grantor Systems Agreement Compensation Pavable Sinclair Television Boone County, Clay, Retransmission Consent (i) Monthly fee of $0.225 Group, Inc. (Partial and West Union WV Agreement. per viewing subscriber for assignment of months during calendar year Stations WCHS and 2008, other than for a WVAH) Duplicated Station. (ii) Monthly fee of $0.17 per viewing subscriber for months during calendar year 2008, for stations affiliated with WE3 or UPN or for a Duplicated Station. WDBJ Television, Marlinton, Pendleton Retransmission Consent Agreement $0.00 for WV Inc . and Franklin, WV; Monthly fee of $. 16 per Covington, VA viewing subscriber for Covington, VA WJAC Inc. Petersburg, WV Analog and Digital Retransmission Monthly fee of $0.25 per Consent Agreement. viewing subscriber. WOAY-TV Boone County, Clay, Letter dated September 23, 2005 $0.00 Craigsville, Drennen, Gilboa. Grantsville, Franklin, Marlinton, Pennsboro, Summersville, and Weston, WV WSET Incorporated Covington, VA and Analog and Digital Retransmission 100 30-second commercials Marlinton, WV Consent Agreement per week during the first four weeks of the ratings sweeps in February, May and November of each year during the tern of the Agreement. Media General Covington, VA; Analog and Digital Retransmission $0.00 Operations, Inc. Franklin and Consent Agreement (WSLS) Marlinton, WV Hearst- Argyle Belington, Broad Will Carry Agreement. Execution of agreement with Television, Inc. Run, West Union and Lifetime Entertainment (Partial assignment Weston. W Services for carriage of of Station WTAE) Lifetime and Lifetime Movie Network. Sinclair Television Ansted. Broad Run, Retransmission Consent Agreement Monthly fee of $0.295 per

40735-0045iLEGAL14456273.7 29 1 Group, Inc. (Partial I Craigsville, Dingess, 1 1 viewing subscriber. assignment of Drennen, Gassaway, Stations WCHS and Glenville, Gilboa, WVAH) Grantsville, Hamsville, Harts, Page, Scarbro, Pennsboro, Richwood, Summersville, Webster Springs and Weston, WV

407354045iLEGALI 4446273 .? 30 Schedule 4.7 to Asset Purchase Agreement dated August 6,2008 among Shentel Cable Company and Rapid Communications LLC and Rapid Acquisition Co., LLC.

Emplovee Benefit and EmDlovment Matters

I Svstern Name 1 Name

Regional Lisa Fox National Billing Assistant Regional Robert Herald Regional Manager Regional Adkins. Paul Technical Operations Manager Weston, WV Avington, Brandi Customer Service Grantsville, WV Bamhart, Steve Service Technician Weston, WV Benson, Rebecca Dispatch Weston, hV Bozic. Kenton Service Technician Summersville, WV Bragg, Jimmy Service Technician Weston, WV Burnett, Sheila Customer Senice Regional Coffield. Stacy Regional Administrative Assistant Weston, WV Davisson, Kenneth Service Techtllcian Craigsville, WV Dempsey. Cindy Customer Service Weston, WV Dentler, Roy Service Techcian Weston, WV Eagle, Timothy Service Technician

Weston, WV Farnsworth, Vicki Customer Service Weston, WV Gay, Lany Service Technician Weston, WV Groves, June Dispatch

~ Covington, VA Hayner, Marsha Customer Service Weston, WV Henline, Angelia Customer Service Weston, WV Johnston, Charlene SupervisoriLead CSR Weston, WV Kidd, Doris Customer Service Weston, WV Kozak, James Service Technician Regional Mason, Marvin Regional Project Engineer Weston. WV McCartney. Jessica Customer Service Harts. Dingess & Minney, Sylvester Service Techcian Boone County, WV MarlintodHillsboro, Mock. Barbara Customer Service wv

40735 904SILEG A L 1 4446 273.7 31 Weston, WV Moneypenny, Come Customer Service Weston, WV Moody, Carl Service Techmcian Craigsville & Nicely, Homer Service Technician Summersville, WV Weston, WV Paugh, Steven Service Technician Summersville. &V Pame, Ruth Customer Service Weston, WV Phares, Dawn Customer Service Weston, WV Ramsburg, George Warehouse Manager Craigsville. WV Ray, Tern Service Technician Regional Roope, Carla Regional Office Manager Covington, VA Schott, David Service Technician Harts, Dmgess & Sexton, Rickey Service Technician Boone County, WV Covington, VA Smith, Susan Customer Service Summersville, WV Snyder, Gene Service Technician Weston, WV Sprouse, Danny Chief Technician Weston, WV Squires, Larry Customer Service

~~ ~

4073s-004siLEGALI 4446273.7 32 Schedule 4.9 to Asset Purchase Agreement dated August 6,2008 among Shentei Cable Company and Rapid Communications LLC and Rapid Acquisition Co., LLC.

Svstem Information in) (i) Reference is made to Exhibit 1 to this Schedule 4.9, attached hereto.

(ii) Reference is made to Exhibit 1 to this Schedule 4.9, attached hereto.

(iii) Reference is made to Exhibit A to the Asset Purchase Agreement.

(iv) Information as to the plant miles for the Systems is set forth below.

System Coaxial Miles Fiber Miles

I I I I Virginia Covington VA 171.00 35.70

West Virginia I Belington WV 25.00 0.00 Boone County WV 33.07 0.00 Clay WV 7.00 0.00 ~ -~ ~ Craigsville WV 40.00 0.00 Drennen, WV 22.00 0.00 Franklin WV 42.00 7.30 Gilboa. WV . 18.00 0.00 ~ Grantsville WV 34.00 0.00 Marlinton WV 7 1 .00 14.51 b Pennsboro WV 17.00 4.00 Petersburg WV 40.00 8 20 Summersville WV 445.00 265.16 West Union WV 16.00 17.9 Weston WV 29 1.50 193.54

I I I I

~~

307354045iLEGALi4446273.7 34 ~ Summersville, WV 6555 '7404 13959 West Union, WV 687 687 Weston. WV 27 1'7 10125 12842

(vi) The bandwidth capacity of the Systems specified in MHz throughout the Systems is set forth below:

Marlinton WV 550 MHz Pennsboro WV 450 MHz Petersburg WV 330 MHz Summersville WV 300 MHz (56%), 450 MHz (44%) West Union WV 450 MHz 300 MHz (34%),450 MHz (14%), Weston WV 550 MHz (52%)

System Fed From Active AUocated Channels to Digital

Ansted Summersville 60 15

Belington Belington 36 19 Boone County Boone County 37 0 Clay Clay 33 0 Covington 1 Allegany County Covington 70 8 Craigsville Craigsville 40 0

40735-W4S/LEGAL13446273.7 35 Drennen Drennen 16 0 Franklin Franklin 48 6 Gilboa Gilboa 22 0 Grantsville Grantsville 40 15 Harts / Dingess Summersville 36 15 I Marlinton / Hillsboro I Marlinton 1581 I Pennsboro P ennsboro 50 8 P e tersburg Petersburg 53 6 Summersville Summersville 60 15 Weston Weston 76 11

System Basic Subscribers Equivalent Basic Data Subscribers Revenue Generaling Units units

Covington, VA 4.144 4.283 42 8 4,710 Belington, WV 495 5 14 0 514 Boone County, WV 174 178 0 178 Clay, WV 48 51 0 51 Craigsville, WV 663 I 663 0 663 Drennen, WV 14 14 0 14 Franklin, WV 453 470 85 555 Gilboa, W 118 117 0 127 Grantsville. WV 118 214 0 224 Marlinton. NV 687 687 0 687 Pennsboro, biv 310 310 48 358 Petersburg WV 694 738 100 838 Summersville, WV 4,677 4,853 0 4,853 West Union, WV 181 181 0 181 Weston, WV 4,099 4,360 657 5.017

(viii) Reference is made to Schedule 4. I I(d) and (f)for noncompliance with Governmental Permits.

Rapid's franchise agreement with Clay County, West Virginia has expired.

(b) None.

40735-0045iLEGAL14446273.7 36 . .

. ..

Run, WV RATES AS OF 200%

BIUIC OCIIVIFC ~~ $20.71 ANAL06 PREMIUM 88RNCE 3 SPm N 2 HE0 $13.65 4 WTAI.ABC 6 USA 7 WDTVGBS 8 WCHS-ABC 9 WIBS IO WNP8PES $1 WMX*FOX 12 WBOY-NBC 13 TURNER NETWORKTELEVWON (TNT) 14 ESPN 15 ESPN 2 18 ABC FAMILY 17 TRNIW OROADCASTING NETWORK (TBN) IS MN 19 THC WeATHCR CHANNEL 20 THI OlSNlY CHANNEL 21 THCLEAANING CWNELLTLC) 22 CNN 23 avc 29 Spd Ansted, WV MTES AS OF 2008

OASlC SERVICI 11596 snas m $1146 MY-PER VIEW 2 avc 100 NOOWH 200 HE0 5W INDEMAND1 - SM INDIMAND2 3 WSAZ-NBC 10: NICKELODEON -ME9 h WOR'Is 101 us0 2 4 WOAY*ABC 102 NEKTOONS 202 HBO SBNATURE 502 IN DEMAND 4 1 WdS.CB8 103 TODNDISNEY 203 HBO FAMLY 503 INDEMANDS U WON md DISCOVERY me 204 HB0 COMEDY 7 LOCALCG 105 DISCOVERY HOME 206 HBO ZONE EAST WD UYEOY 8 WCHS-AEC Ion IMESTIGATION DISCOMRY BO1 CLUB JEtlNA e wswp.pBa 107 DISCOVERY HEALTH $$US (02 FREST 10 WLWION 108 THE MLilARY CHNIHEL 26G CINENAX 60s SHIRT2 11 WAH-FOX 109 HISTORY C(TIRHATIMIAL 251 MORE MAX 12 WSOY 110 BIOGRAPHY 252 ACTION MAXEAST no0.9~Dux MUSIC 13 WOwK285 HI TIQ SCIENCECHANNEL 251 THRILLER MAX EAST 112 SMDANCE 114 LIFETME MOVIENETWORK v $12.81 fL(rAHDED SeRVI- 117 BRAVO WD SHOLMIME I4 A8CFAMlLY I18 El 301 SmMETW 16 CSPAN 119 WE, WOMW'S ENTERTAINMENT XI2 SHOWnME SHOWCASE in CSPA~~ 120 QAME SHOW NETWORK IGSNI N3 SHOWWE EmEYE 17 INSPIRATIONAL NBTWORU 43 HISTORY CHANNEL 111 BBC AMERICA 304 5HOWTIME NUTEAST 11 cw 44 USA 122 BLOOMBERG MI WOWllHEFAMRYEAST 10 FX 43 EWN 129 HN2 308 SHOWTIME WOMeN EAST 20 HOME SHOPPIMI3 NETWORK 18 FRN 130 MTVHITS 307 FLIXLIABI 11 THE WEATHER CHANNEL 47 SPEED CHANNEL 131 GUIPURE 3w THE MOVIE CHANNEL 21 FOX SPORT9 PITTSBURGH 48 HALLMARK 132 WH.1 CLASSIC ROCK 351 THE MOVIE CHANNEL EXTRA 23 ESPN 48 NATIWAL QEOGRAPHIC Iff VKISOUL 24 ESPNZ 50 TRUN 134 FUSE 512.95 25 ESPNCLAWIC 51 COHEOY CEWTRAL -400 STAR2 20 ESPNNEWS 52 OYYGPN 401 STARZIN BLACK 27 TBS 53 NONE b GARDEN TELEVISION (HGW 402 STARZ KIDS AND FAMILY 28 El 54 FOOD HETWORK 103 STAR2 CINEMA 28 FOXHEWE 55 CNN $4.85 464 STAIIZDGE 30 THE DISNEY CHANNEL $4 CNN HEADLiNE NEW8 113 INDEPENDENT FILM CHANNEL 450 ENCORE 31 CARTOON NETWORN 61 CNEC 115 FOXHOVIECHANNEL 451 ENCORE ACTION 32 NICKELODEON 68 G4TV 116 TURNERCLASSIC MOMES 412 ENCORE DRAMA 33 ARTS 6 ENTERTIUNMENT SS THE OUTDOOR CHANNEL 123 FOX socceR 453 ENCORE LOVE 54 LIFETIME 80 MTV 124 FOX SPMITS I9TLANTk 454 eNCOREYYSTERY ?I DISCOVERY CHANNEL 81 VH.1 121 FOX SPORTS CENTRAL 415 ENCORE WAH EAST 58 THE LEARHING CHAUNEL WC) 126 FOX SPORTS PACIFIC 456 ENCORE WESTERNS 37 THE TRAVEL CHANNEL -63 BOAPNEI It7 VERSUS 3s ANIMAL PLANET 64 SCWI 128 THE GOLF CHANUEl 39 AMERICAN MOME CLASSK: 83 MSNBC . -. . , .. .

Boone County, W PROPOSED RATES AS OF 2008

MSIG SeRVlGe (20.95 AUUOO PREHIUMQ 3 WSAZ-NBC 2 ClNEMAX 1 WX-PAX e WBFJ.TBN 7 WPBY-PES 8 WUS-ABC 9 WON-IN0 5 HBO H3.65 i0 PVC I1 WAKFOX 12 WZHS*ARC 13 WOAY48S 19, SHOWTIME Sl2.85

14 HOME SHOPPING NETWORK 16 USA 18 sccfl if T8S 18 FX - SPIKE 20 N n ABC FAMILY 22 AMERICAN YOWE CLASSIC 23 ARTS A ENTERTAIHMENT 24 HISTORY CHANNEL 26 DISCOVERY CHANNEL 26 LIFETIME 21 CSPH 20 ESPN 2 29 THE WEATHER CHANNEL 30 CNN HEADLINE NEWS M CNU 32 TURNER NFlWORK TELEVISION (TNT) 35 THE DISNCV CHANUEL 34 HlCKELODeON 35 CARTPMJ NETWORK 36 CHT 31 MTV 38 VH.1 Burnsvllle, Sand Fork, Glenville, WV RATES AS OF 2008

PFV and Obb1 Musk .wHdlo fer dlgl1.l sy)l.rnr mly

113.85 PAY.PEII.VIIIW $11.75 $8 95 k!w scnncs 500 IN DEMAND 1 100 NO(ICRN 200 HBO 2 TVGUIDE - 401 501 IN DEMANU 2 101 HICKELODEDN GAMES L WORTS HBOZ 3 LOCAL ACCESS 502 IN DEMAND 8 102 NCKTOWS LO2 HBO SIGNATURE A WSA2.NBC 503 IN DEMAYUS 101 TbdNPBNEY 201 HBOFAMRY 6 CW 104 DISCOVERY KIDS a4 HBOCOUEDY 6 TRlNlM BROADCASTINQ NETWORK WN) 600 PLAYBOY 106 DISCOVERY HOME 206 HBGZONE 7 WOTV.C08 601 CLUE JENNA 108 DISCOVERY ESPANOL a WCHS,ABC 59.91 602 FRESH 101 DISCOVERY HEALYH aMH4x 9 WVAH-FOX 603 SHRTZ 108 THE MklTARY CMNNEL ZSD CINEMU 10 \YON 10s HISTORY BITERHATfONAL 2$1 MOREMAX 800 BEAUTlfUL INSTRUMENTAL5 11 WVPX+DX 110 BIOGRAFW 252 ACTIONMAX DrGITILHV6lt 12 WBOY.NSC 111 THE SCIENCE CHANNEL 253 THRILLER MAX 11 ViNPBeBS BO1 JAZVOCALS 111 SUNDANCE 14 CSPAN $1295 802 HOTTEST HITS 114 LIFETIME MOVRNETWORK SMOVYTIHI! 15 INSPIRATIONAL NETWORK 803 MODERN COUNTRY 117 BRAVO 300 SHDWlhlE 16 HOME SHOWING NETWMlK 904 ALTEHHATIVE ROCK 118 SMLE M1 SHOWTIMC TOO 17 QVC $05 URBAN ADULTCOMEMPORARY 119 WE: WOHEN'G ENTERTAINMENT 102 SHOWlME SHOWCASE ib THE TRAVEL CHANNEL 906 RAP 120 GAME SHOW NETWORK IGSH) 303 SHOWTIME EXTREME 18 CSPANZ 807 JA~ 1Zt BBCAMERlCA 304 SHOWFIME NEXT 901) BLUES 122 BLOCMEERG 305 SHOWME FAMILY 309910 GOSPELTRENDS 129 HNZ '246 SHOWIME WOMEN 130 MWHITS 307 FUX ewumca smu uzza 811 SYMPHOHIC ill CMT PURE 360 THE MOVIE CWNYEL 20 ABCFAMILY 43 FIT TY 912 COFFEEHOUSE 111 VH.1 CLASSIC RMK 351 THE MOMCHANUEL XTRA Zi FOXNEWS 44 USA 913 DANCE 133 VH.lSOUL 21 DISCOVERY CHANNEL A5 TGQNDISNM STIR2 L ENCON 11295 814 RETRO 46 T0S 114 FUSE 21 THE LEARNlNGCHANNEL(TLC1 400 STARZ 915 ALBUM ROCK 47 CARTOON NETWORU 24 THEWEAWER CHANNEL 401 STARZ IN BLACK a16 BLI'SHITS MCKELODEON 25 FX 40 ML STARZFAMLY 917 70'3HlTS 49 ARTS L ENTERTAINMENT 26 ANIMAL PLANET MS STARZCINDIA 911 CLASSIC RhQ M LIFETIME 818 HARDROCK 27 SOAPNET DIOITAL noviea & 8 PORT8 TIER (495 404 StARZEDGE 26 SWFI 51 COMEDY CENTRAL 820 SOPTHITS 113 MOEPENPENT FRM CHANNEL 450 ENCORE 20 FOX WORTS PITTSBIIRGH I2 OXYGEN 451 ENCORE ACTION 921 GOLDEN OLDIES HOME 6 GARDEN TELeVISlDN (HGTV) 115 FOXMO~ECHANNU 822 Jb ESPN 54 452 ENCORE DRAMA TRAbiTIONAL CMIIITRY 55 FOOD NETWORK 1i6 TURNER CLASSIC MOVIES 31 ESPNZ 453 ENCORE LOVE 923 GRWELOUNGE 56 SPEED CHANNEL 123 FOXSGCCER 32 ESPN CLASSIC 454 EHCOREMYSTERY a24 SMOOTH JAZZ 57 OiN 12d FOX SPORTS ATLAWTIC 13 ESPNNEWS 455 ENCORE WAM P26... BIG.. .BAN0 SWMG 38 CNN HEADLINE NWJS i25 FOX SPORTS CENIRAL 14 THE DISNEY CHANNEL 456 ENCORE WESTERNS 926 NEW AGE $9 SPIKETV 126 FOX SWRIS PACIFIC 927 HOLIDAY HAPPENINGS 15 El 127 VERSUS AMCRICAN MOUE CLASSE 80 CNBC &DVWlOWAL DIeITAL PORT* @OX $336 82b GREAT STANDARDS 38 118 THE GOLF CHANNEL I? HALLMARK 81 G4TV 928 CONTEMPORARY CHRISTIAH 311 TURNER NETWORK TELEVISION VNT) 62 THE OUTDOOR CHANNIL 930 REGGAE 38 TVLAND 63 MTV 931 CHILDRENS MUSIC 10 HI$TORY CHANNEL 64 VH-1 032 ADmT CONTEMPORARY 933 LITE CLASSICAL 11 NATIONAL GEOGRAPHIC 65 CHT 54.00 U TRUW KS wrn 834 ROC% N ROLL 151 DISCOVERY ESPAHOL 935 CLASSIC ROCK -152 HISTORY CHANNEL ESPANUL b36 URBANBEAT 153 CNN EOPANOL 154 TOON DISNEI ESPANOL Covingten, VA PROPOSED RATES AS OF 2008

.~AU((~~~ALPOII'INB~XII REW~REO~~R~MWTALS~RYICES~~~A~)~~D~ITIOKUC~(~RG~

$16 73 DIBITAL BAS14 11295 !!E$! w.95 !%YJ%UM 200 BWRAPHY 330 H80 401 PPVi 1 avc 201 BBC AMERICA 332 HBOFAMILY 402 PPV2 4 Leu1 Com~n(1yChmnMI ZM GAME SHOW NETWORK IGSNI.. 334 HE02 403 PPW3 d wcw5 211 TOON OlSNEY 338 HBOSffiNATURE 404 PPV4 6 HOMBHOPPINO HEWORK 212 DISCOVERY KIDS 1 WBJ.CB8 n3 HicaLoneon GAMES & SP~RTS 387 SPICE EXCESS II WFVX~COX 214 NWGH 300 CIYEMAX 391 FRESH B ABC FAMLY 215 SIEUTH 302 MOREMAX 399 PLAWOY 10 WSLSNBC 217 STYLE 11 QVC 211 OVATION 900441 DMX MUSIC 12 WBRA.P88 219 NICKTMXIS 360 SHOWllME 13 WSET.ALIC 230 BEl JAZZ 352 SHOWTIMETOO 14 WDRL-UPN 231 MTVZ 364 WG+WME CEMRAL 2s wv~rns 356 SHOWTIME EXTREME 234 CMTPURE 310 THE MOVIE CHANNEL 235 VKICLASSIC 382 THE MOVIE CHANNEL XTRA ~PAHD~DEA~IC amnvicI! 128.10 238 vnisou~ 19 ESPHZ 40 THE LEARHIHO CHAMNEL (TLC) 251 BLOONBERG m?l5z 19.36 16 EWN 41 THE TRAVEL CHANNEL 262 MVESTPATION DDCOVERY 310 STAR? 17 ESPHGLASSIC 42 CSPAN 2 263 DISCOVERY HULrH 372 STARZEDGE 18 SPIK€N 63 CUT 25b DISCOVERY HONE 374 STARZIN BLACK "ia WJPR(IYWCN)FOX LYNCHBURQ 44 scffl 265 DISCOVERY SCENCE 21 MCKELODEON 65 AHIMAL PUN- 268 rue HL~TAKYCHANW HIIOICINEHAX PACUAOE IP.00 22 LIFETIME 48 HISTORY CHANNEL 258 HISTORY INTERNATIONAL 23 TES 47 CARTOMJ NETWORK 263 CURREHTIV 24 USA 4 CSPAH 263 G4N DIGITAL PORTAL BOX u 9s 29 CNN HEhDUHENEW(I JB N Land 284 ESPNNeWS 28 COMCAST SPORTS M m lEl FOXSOCCER 27 DISCOVERY CHANNEL 51 TURNER CLABSG MOVIES 286 THE GOLF CHANNEL 28 THE WEATHER CHAHNSL 52 WE. WOMEN'S ENTERTAM~NT 287 THE OUTDOOR CHANNEL zs ARrs L ENT~RTAINMWT 53 COMEDY CENTRAL 289 SPEED CHANNEL 30 BET 54 OUIDOOR LIFE 11 CNY 65 IMV 32 VH.1 5s HOME L GARDEN TELEVlSlON WTV) 31 AMERICAN MOVIE CLASSIC 51 IUSPIRATKINAL NETWORK 34 TV WIDE 88 FOX NEWS OIGITAL HOYIEQ $465 15 TRUTV 59 HALLMARK PA0 FOX MOVIE CHANNEL 38 MSNBC Ea FOOD NETWORK 244 SUHDAHCE 37 TURNER NETWORK TELMSMN (TM) 61 LFETIME MOVIE NETWaRK 310 ENCORE 3.3 FAMILY LAND 52 SOAP NET 312 ENCMlEACTlON 38 THEOISNEI CHANNEL 314 ENCORELOVE 318 ENCORE MYSTERY 338 ENCMIEOWYA 320 EWCMEWESERNS DRENNEPJ, W\I PROPOSED RATES AS OF 2008

gASlC SIRVICC $27.06 ANALOO PREMIUMS 2 Splke 1V 20 HBO 113.95 3 WSAZ.NBC 4 WOAYGBO 6 WDTV-CBB Q VWAHBC 7 EBPN I WCH3.ABC S WSWPPM io &BCFamIly 11 WAH.FO? 11 T88 13 WOWK-CBS 79 USA 11 CNH 12 DISCOVER CHANNEL _. , . . FRANKLIN, WV

s21 ss 14.96 w 113.05 PAY.W?R-VleVg 2 LOCAL ACCESS 14 HBO $13.05 -200 EIOGRAPHY 330 HBO 401 IN DEMAND 1 3 WHSV.ABC 201 8BC AMERICA 332 HBO FAMILY 402 IN DEMAND 2 A IHEWEATHERCHAHNEL iiq roounts~w JJ4 HBO2 403 IN DEMAND 4 6 WDTVdXS 15 CINEMAY wae nz DISCOVERY KIDS 336 HBO SIGNATLIRE 404 IN DEMAND 5 6 WON 117 SME 414 PAY96R-W IEW 7 WDBJCBS 133 FUsf s1I1w 113 46 415 PAY.PER.VIQW 8 avc 151 BLOOYBERO 100 CIHEMAX 416 PAY.PER-VlhW 9 TRINITY BROADCASTING NETWORK (TBH) 252 IUVEGTIGATONDIBCOVERY 302 MOREM dl8 PAY.PER-VIEW 10 WSLS-NBC 161 DISCOVERY HEILTH 418 PAYPER-VIEW 11 CSPANZ 256 DISCOVERY HOME @!QWTlHE L TNC $13 46 420 PAYPER-VIEW 12 p8S 255 THE SCIENCECIIANYEL 350 6liOMR1E 13' FOX NET I66 THE MLITARY CHANNEL 352 SHOWTUE TOO 407 HOT 258 HISTORY INTERNATIONAL 350 SHOWME SHOWCASE 408 PLAYBOY 263 GlTV 356 SHOWTME EXTREME 409 FRESH 262 ESPN CLASSIC am THE MOVIECHANNEL d11 CLUBJ 286 SHOPNBC 382 THE MOVIE CHANNEL XTRA 910.~45 DMX MUSIC Elmwmuw $2115 STAUX b. ENCORE s13.95 ie CARTOONNETWORK 34 TURNER CLASSIC Movisa 310312 ENCOREEHCORE ACTON I7 ABCFAMLY 35 SPIKEN 18 NICKELODEON 38 THETRAVRCHANKL PlQlTAL WtRlEI &SEQMS (4.95 3l4 ENCORELOVE le ARTS 6 ENTERTAINMENT 17 GAME SHOW NETWORK IQSN) 271 FOX SPORTS ATLINnC 316 ENCOREMY8TERY 20 THE OlSNeY CHANNEL J8 COMEOY CENTRAL 178 FOX SPORTS CEhTR4L 316 ENCORE DRAMA 21 ESPN CLASSIC 39 THE LEARNING CHANNEL FILC) 219 FOX SPORTS PACRIC 310 ENCORE WESTERNS 22 ESPN 40 AMERICAN MOWE CLASSIC 14 EgPnHws 370 STARZ 23 ESPNZ -2 FOOD NETWORK 285 FOXS0C;ER 372 STARZEDOE 24 LIFETHE 43 HOME b QARDEN TELNlSlON IHGTVI 286 in6 GOLF C~ANNEL 26 TURNER NETWORK TELEYISION (TNT) 44 HALLMARK 181 VERSbS 28 USA 46 NLAUD 288 SPEED CHANNEL 27 DISCOVERY CHAHNEL 46 THE OUTDOOR MANNEL 28 QREAT AMERICAN COUNTRY IGAC) 47 ANINAL PLANET 20 T88 48 FOXNEWS $8.85 30 CNN 49 SCCFI 31 NATIONAL GEOQRAPHIC SO FOX SPORTS PIlTSIIURGH le HISTORY CHANNEL 51 CNBC 33 FX 6? CSPAN 241 IWDEPENMKT FILM CHANNEL 242 WETIME MOVIE HEWORK 149 WE: WOMEN'S ENTERTAINMEUT RATES AS OF 2008

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rMlss $17 75 wKm&AS& m.95 EE!2 rAY-Pi2R.Vm 2 QVC 100 NOGMN 200 HBO 500 INOELUNOI 3 LOCAL ACCESS 101 NICKELODEON GAMES ISPORTS 201 HBOZ 501 IN DEMAND2 4 WTAP.NBC 102 NCKTOOHS 201 HBO SGNATURE 502 INDWNO8 8 cw 103 TOONDISNEV 201 HEOFAMILY 503 IN DEWAYD 9 6 TRlNlW BROIDCASTINO NETWORK (TBNJ 104 DISCOMRY KIDS 2b4 HBO COMEDY 7 WDTV 105 DISCOVERY HOME 206 HBOZOHE bob CLUB JENNA 0 wcns 106 INVESTIGAT(ON OISCOVERY 601 PLAYBOY 9 WVAH 107 DISCOVERY HEALTW !aIiwm E02 FRESH 10 WON 108 THE MLITARYCHANNEL 250 CINEMAX €41 SHlRTZ 11 WVFX.FOX IW HISTORY #fTNSERNATIONAL 291 MORENAX 12 WBOY 110 BIOGRAPHY 262 AOTIONMAX DmAgyUSIC 13 WNPB 111 THE SCIENCE CHAMJEL 253 THRILLER MAX 900 REAUTIFUL INSTRUMENTALS I1 HALLMARK 112 SUNDANCE SO1 JAZZWOCALS 15 CNEC 114 LIFETIUE MOVIE NETWORK anomlPc so2 tiorrEsr Hirs 16 HONE SHOPPING NETWORK 111 BRAVO 300 SHOWTIHE 803 MODERN COUNTRY 17 SOAPNET 118 SWLE )01 SHOWTIHE TOO 904 ALTERNATIVE ROCK 18 FOX SPORTS PITTSBURGH 119 WE. WOMEN'S ENTERTAINMENT 102 SHOWIME SHDWCLSE 905 URBAN ADULT CONTEMPORARY 19 CSPANP 120 GAME SHOW NETWORK [QSNI 103 SHOWIME EXTREME 006 RAP 121 88C AMERICA 104 BHOWTlMENUlT 907 JAU 122 BLOOMBERG 305 snowrw FAMILY @a BLUES 129 MTVl 108 SHOWYE WOIAEN Bps GOSPEL 130 MTVHITE 301 FLIX 910 TREHDS 131 CYTPURE 350 THE MOVIE CHANNEL 811 SYMPHONIC $32.20 if1 VH-1 CLASSIC RQCK 351 THE MOVIECHANNELXTRA 912 COFFEEHOUSE 20 ABCFAMILY 43 FU N 133 VH-1 SOUL 913 DLNCE 21 POXNEWS 44 USA 131 FUSC STAR2 RNCO8g 914 RETRO Zl DIBCOVERYCHANNEL 45 TOON DISHEY 400 STARZ 915816 ALBUMROCKBOSHITS 23 THE LEARNING CHANNEL (TLCt 48 T8S 401 STARZINSLACK 24 THE WEATHER CHANNEL 47 CARTOON NENIORU 402 STARZ FAMILY 817 703HKS 25 FX 48 NWKECODEON 403 STARZ CINEMA 818 CLASSIC Rh8 29 ANIMAL PLANET 49 ARTS IENTERTAINMENT PO 14 95 404 STARZ EDGE ai9 HARDROCK 3 SCCFl M LlFlTU46 ill INOePENOENT FILM CHANNEL 450 ENCORE sao SCPTHITS 29 THE TRAVEL CHANNeL 51 COMEDY CENTRAL 115 FOXMWIECHWNEL 431 ENCORE ACTION 421 GOCDEH OLDIES 10 ESPN 61 OXYGEN 116 TURNER CLASSIC MOVES 452 EHCOREDRAMA 922 TRADITWUAL COUNTRY 31 ESPNZ 54 HOME 6 GAROEU TELEVl8lON iHoTV1 123 FOXSOCCER q53 ENCORE LOVE 923 GROOVe LWNGE 32 ESPN CLASSIC I5 FOODNETWORK 124 FOX SPORTS ATLANTIC 454 ENCORE MYSTERY 926 SMOOTHJAZZ 33 ESP~NEWS 51 SEE0 CHANNEL 125 FOXSPORTS CENTRAL 455 ENCORE WAM 925 BIG BAND SWRIG 31 THE DIQNEV CHANNEL I? CNH 126 FOXSPORTSPACIFk2 456 ENCORE WESTSRNS 821 NEWAGE 35 El CNN HEADLINE NEWS 12l VERBUS 827 HOLIOAYHAF'PEND(GS 18 AMERICAN MOVIECLASSC SPIKE N 126 THEGOCFCHANNEL ~r&H.o+c~W 921 GREPIT STANDARDS 17 CW4N 04 TY 929 CONTEMPORARY CHRISTIAN 38 NRHER NETWORK TELEVISION(TN1) THE OUTDOOR CHANNEL win- P RTAL x OM REGGAE >e TVLAND MN $31 CHILDRENS MUSIC 40 HISTORY CHANNEL vn.1 $31 ADULT CONTEMPORARY 41 NITIONAL GEOQRAPHIC CMT DldITAL LATIUO TlE5 U.M E33 LITE CLASSICAL 42 TRUN EWlN 161 DlSCOMRI ESPANOL 934 ROCKNROLL 152 HLSTORY CHANNEL ESPAHOL 9% CLASSIC ROCK 153 CNN ESPANOL 936 URBAN BEAT 154 TOON DISNEY ESPAHOL HartslDingess, W RATES AS OF 2008

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ADDITIONAL DIBITAL ?ORTAL 608 13.96 RICHWOOD RATES AS OF 2008

PPV and Oid(.l Mud* Ivallobl~for ddkl wrwrn. edr.

LAElC 96RVICC $17.76 DIBITAL BASlQ 5886 l!X! Si3.SS P&Y.reR-~g& I avc 1W NODOIN 200 nuo SO INDEMAND1 3 WSAL-NBG I01 NiCKELOOEON GAMES b SPORTS 201 HBOl M1 WOBMANDZ 4 WOAY.CBS *Lu NICKTOONS 202 neo SIGNATURE 502 IN DEMAND 4 6 WON 101 TDONDISNM 203 HBO FAMILY 503 IN DEMAND 6 6 WON 1M DISCOVERY KIDS ZQ4 HBOCOYEDY 7 LOCALACCESB 10) DISCOVERYHOME 205 HBO ZONE EAST 600 PLAYBOY I WCHS 1W INVESTIGATIONDISCOVERY 601 cLue JENNA 9 WSWP-PBB 101 DISCOVERY HEALTH c)l?c(nLy 8866 602 FREST 10 WLPX4ON 108 rnE MILITARY CHANNEL 254 CIHEMAX 603 SHIRT2 11 WVAH 108 HISTORY IEITERNATIOUAL 251 MOREMAX 12 WBOY iin BIOGRAPHY 252 ACTION MAX EAJT 800.936 DMX MUSIC CHANNELS 13 WOWH-CBS lli THE 6CMCE CHANNEL 253 THRILLER MAX EAST iia SUNDANCE 114 LIFEnUE MOVIE NETWORK gHQWTINC THC $42.85 111 BRAVO 300 SHOWTIME 118 STYLE 301 SHOWTIMETOO 119 WE: WOMEWSENTERTAINMENT 302 SHOWWE SHOWCASE 132.15 I20 GAME SHOW HETWORK IGW) 303 WOWTIME EXTREME 14 ABC FAMILY 41 TURNER NETWORK TELEVISION (TNTJ 121 BBC AMERICA SO4 SHOWTIHE N€KI EAST I5 CSPAN St-cCwHIB 122 BIDOHBERG 245 SHQ+VIME FAMILY EAST 19 CSPAN 2 41 HIETORY CHANNEL 129 MTVl 306 SHMhmWE WOMEN EAST 17 WSPIRATIONAL NETWORK 11 USA !30 MTVHRS 107 FLIXEAST 18 CW 45 EWlN I31 CMTPURE 350 THE MOVE CWEL 1s FX 48 FITTV 132 VH.1 CLASSIC ROCK 361 THE MOVE CHANNEL EXTRA 20 HOME SHOPPING NETWQRK 41 SPEED CHANNEL ill VH.1 SOUL 21 THEWBATHERCHANNEL 48 HALLMARK 114 FUSE $42.95 22 FOX SPORTS PITTOBUROH 48 NATIONAL GEOGRAPHIC lQO STARZ 23 ESPN 50 TRUTV 401 STAR2 IN BUCK 24 ESPN 2 5f COMEDY CENIRAL 402 STAHZ KIDS AND FAMILY 26 ESPN CLASSC 52 OXYGEN 403 STARZ CINEMA 26 ESPH NEWS 51 HOME 6 GARQEN TELEVISION(HOW) DIGITAL MOVW $495 40 $TARZEDGE 21 TBS 54 FCGDNEWRK H3 INDEPENDENT RLM CHANNEL 450 ENCORE 28 E! 55 CNN 115 FOX MOVIECHANNEL 451 ENCORE ACTION 20 FOX NEWS 66 CNN HEADUNE NEWS 116 TURNER CUSSIC MOVIES 451 EYCME DRAMA 30 THE DisneY CHANNEL 61 CNEC 123 FOX SOCCER 453 ENCORE LOVE 31 CARTOOH NETWORK U 041'4 124 FOXSPORTS ATLANTIC 4% ENCORE MYSTERY 32 NEKELWEON 58 THE OUTDOOR CHANNEL 115 FOXSPOHTSCWRAL 455 ENCORE WAM EAST 33 ARTS h ENTERTAINMENT 60 MTV iz6 FOX smrs PAWFIC 458 ENCORE WESTERNS 34 LIFETIME 61 VH-1 117 VERSUS 15 DISCOVERY CHANNEL 118 THEGW CHANNEL PlEfTAL HBOICINEMAX $21 8s 16 THC LCARNING CHANNEL (TLC) -63 SOAPNeT 37 WETRAVU CNAHNEL 64 SCMI 18 ANIMAL PUNET 65 WNBC 39 AWEREAN MCVlE CLASSIC 66 BET 61 TRINITY BROADCASTIN0 NETWORK (TEN) .._ .

RATES AS OF 2008

PWBnd D@llaI Musk wautbl, for d)gltd systems only.

$13 05 PAY.PBR Vlw PIGITAL BASIC 5s 95 $1596 €00 IN DEMAND 1 NOGGIN $00 €01 INOEhlANDZ '\ 101 HICKELCOEON GAMES 6 SPORTS zoi naoi ,-&e ncwasc 682 INDEUAm4

101 NICK TOONS 202 HBO SIGNATURE

4 WOAY40S INDEMANDS #f 503 ve 103 TOONDlSHEY 203 HBOFAMILY I WDTV e @c%'\ DISCOVERY KIDS 104 HBO COMEDY 6 WGN 1M 6W PLAYBOY 106 DISCOVERY HOME 205 HBO ZONE EAST 7 LOCAL ACCESS 601 CLUB JENNA 1D8 INVESnOATMN DISCOVERY $9.96 FREST B wcw 107 DISCOVERY HEALTH BO2 e wms 603 SHIRT2 108 THE MLITARY CHANNEL 260 CINEHAX 10 WLPX-ION 109 HISTORY IN1ERNATK)HAL 251 MUREMM 11 WAH 110 BIDGRAPHY 19 ACTION MAX EAST 12 SCNLOCAL 900-936 DMX MUSIC CHANNELS 111 THE SCIENCE CHANNEL 7.53 THRILLER MAX EAST 13 WOWKG86 112 SUNDANCE 114 LlFEThlE MOVIE NETWORK SHOWllMR 6 TMC $12- 300 SHOWTIME 301 WOWYETOO 302 SHOWWE SHOWCASE 301 SHOWTIME MREME 304 SHOWTIME NEXT EAST 4 SPIKETV 121 BBC AMeRICA 14 ABCPAMILY Ml SHOWIME FAMILY EAST -15 CJPAN 41 TURNER NETWDRK TELEVLS(MJ (WTI 122 BLOOPIBERG IO6 SHDWIIME WbMEN EAST 42 NLAND 129 uTV2 16 CSPAN2 xi? FLWEAST 43 HISTORY CHANNEL 130 HTVHITS 17 INSPIRATIONAL NETWORK 350 TMC 4.4 4.4 USA 131 CMTPURE 18 cw 131 VH.1 CLASSE ROCK $51 TMCEXTrU is FX 48 MU 4a Fir TV 133 VH-1SOUL 20 HOME SHOPPING NETWORK i34 FUSE 21 ME WITHER CHANNEL 47 BPEEDGUANNR 22 FOXSPORTS PITTSBURGH 48 HALLMARK 23 ewn 49 UA1IONALGEOGRAPMC 14 ESPNZ sa TRUN 51 COMEDY CENTRAL 25 ESPN CLASSIC EIaTAL SPORTS AND MOU $4.01 28 ESPNNEWI 52 OWOEN 113 ,NOWENDENT %M CkANNEL 450 EHCORE 27 TBS 63 HOME b GAROEN TELEWSIDN (HGTV 113 FGXMOVIECHA~NEL 451 ENCORE ACTION El 54 FOODNEWORK 26 116 TJRh6R CLASSIC MCVIES P5l ENCOREDRAUA 29 FOXNEWS 55 CNN 121 FOXSOCCER 163 ENCORELOYE 30 THE OISNEY CHANNEL M cwHEAOLINE NEWS 126 FOX SPOUTS ATLllhTIC 4Y ENCOREMYSTERY 31 CARTOON NETWORK 57 CNBC i2Y FOX SPORTS CENTRAL 455 ENCORE WAM EA61 12 NGKELWEON I GPlU 126 FOX PACIFIC 456 ENCORE WESTERNS ARTS I ENTERTAIUMENT 58 THE CHANNEL SPORTS 33 OUmooR 121 YERSdS Y 60 MTV $21.83 uFmuc 128 THE GOLF CHANNEL DIGITAL HSO+WSM4Z 35 DISCOVERY CHANNEL El VH.1 36 lN6 LEARNING CHANNEL ITLCI ~o~lTlONALDIQITAL PORTAL 11.95 17 THCTRAVCL CHANllL -51 SOAPNET I8 eiNMAL PLANE3 a4 SCKl 39 AMERICAN HOVlECUBSIC ad HSNBC WEBSTER SPRINGS RATES AS OF 2008

PPV Ind Dlgnal Husk au11able for dlgltal rynems only.

#,&SIC SERVICQ (17.75 DIOITAC LASIC 1896 HE W3.M ?AY-Pa-VlEa 2 avc lo0 NOGGIN 200 HE0 500 IN DEMAND 1 3 WSAZ-HBC 101 HtCKELODEON GAMESLSPORTS 201 HBOZ 601 INDEMAND2 4 WOAY.CRS 102 NICK TOONS 202 Ha0 SIGNATURE 502 INDEhUND4 6 WDTV 103 TOON DlSNW 203 HBOFALIILY 503 INOEVANO 8 6 WUI 104 OISCOVERYKIDS 204 HBO COMEDY 7 LOCALACCESS 105 DISCOVERYHOME 205 HBO ZONE EAST 6DD PLAYBOY 6 WCHS 146 INVESTIGATIONMBCOVWY Mi CLUBJEIlNA B WSWP.PBS 107 DISCOVERY HEALTH LB.86 602 FREST 10 WLPX-ION 108 THE MIUTAiY CH4NNEL 250 CINEMAX 603 SHIRT2 11 WAH io3 HISTDRY INTERUATIONAL 251 HOREMAX 12 WBOY 110 BIOGRAPHY 252 ACTION MAX EAST 13 WQW-CBS 111 THE SCIENCECWNEL 253 THRILLER MAX EAST 111 SVNCANCE 900-038 OHX MUSIC CHANNES 114 UFEllHE MOVIE NETWORK €B.Qzm-c $1236 HI BRAVO DO SttOYfrIME 118 STYLE 1M SHOWTIMETO 11s WE WOMEH'G ENTERTAINMENT $02 SHOWIIME SHOWCASE $32.85 120 GAME SHOW NETWORK (GSNI 303 SHOWTIME EXTREME 14 ABCFAMILY 40 SPWE TV izi aec AMERICA 304 SHOWIME NE?X EAST IS CSPAN 41 TURNER NETWORK TELEVWION (THT) 122 BLOOMBERG MS SHOWTIYE FAMILY EAST 18 CSPANZ 42 TV UNO 129 MlVZ I6 SHOWTIME WOMEN EAST 17 INSPIRATIONAL NETWORK 43 HISTORY CHANNEL 1% MTVHITS 307 FLIXEAST is cw 44 U3A 111 CMTPURE 350 mE MOVIE CHANNEL 19 FY 45 EVIR) 132 VH-1 CLASSC ROCK 351 THE MOVIE CHANNEL EXTRA 20 HOME SHOPPING NETWORK 46 FIT TV 133 VftlSOUL 21 THE WATHER CHANNEL 47 SPEED CHANNEL 134 FUSE tHCORq s1205 2) FOX SPORTS PITTSBWtW u HALLMARK 400 STAR2 21 ESPN 49 NATIONAL GECGRAPHIC 401 STARZIN BLACK 24 E6PN2 54 TRU W 402 STAR2 KIDS AND FAUILY 25 ESPN CLASSIC 51 COMEDY CEKTRAL 403 SThRZ CINEMA 26 ~SPWHEWS 52 OXIQEN PIGITU MOVIE c. worn $495 404 STARZEDGE 21 TBS 53 HOME h GARDENTELeVlSlON (HGTVJ 113 INDEPENDENT FILM CHANNEL 450 ENCORE 28 El 54 FOOD NETWORK 115 FOX MOVIE CHANNEL 451 ENCORE ACTW 28 fOXNEWS 65 CNN 116 TURNER CLASSIC UOVIES 4S2 ENCORE DRAMA lo THE DIENEY CHANNEL 56 CtlN HEADUNE NEWS 123 FOXSOCCER 153 ENCOHE LOVE 31 CARTOON NLITWORK 57 CNBC '124 FOX SPORTSATLAUTIC 154 ENCORE MYSTERY 31 NICKELODEON 58 G4 TV 125 FOXSWRTSCEHTRAL 456 ENCORE WAY EAST 33 ARTS 6 ENTERTAINMENT 59 THE WTOWR CHANNEL 118 TOYSPORTS PACIFIC 458 ENCOHE WESTERNS id Llfi?TlM@ 60 HTV 127 VERSUS 14 DISCOVERY CHANNEL 61 VH-1 128 THE GOLF CHANNR OIGITAL HBO*CIHEMAX $%.VI 36 THE LMRNlNGCHANIIEL(TLC) +l+w+ 3) THE TRAVEL CHANNEL 63 SOAPml @BT)ONAL Dl6lTAL@m $3.85 31 AHMAL PLANET 64 SC1.R 3% AMWICAN MOVIE CLASSIC 6$ MSNBC WEST UNION, WV PROPOSEQ RATES AS OF 2008

I BABaC SSRVICB 119.SO pNAI.00 PRmIUM 2 WTAP-NBC 14 . HE0 Dl3 $5 3 WON 4 WTAE-ABC 15 CINEMA% $6.91 5 WON ' E PES 7 MRF-CBS 8 WCHS-ABC e QVC 10 WVFX.POX I1 WKRN-ABC 12 WBOY 13 TRINITY BROADCASTlNO NETWORK (TBN)

18 TBS 17 THE DISNCY CHANNEL 18 El 18 HUTORY CHANNEL 20 THE LEARUING CHANNEL ITLC) 21 N LAND 22 HOME SHOPPINQ NETWORK 23 ESPN 24 ESPH 2 21 SPIKE N 29 GREAT AMERICAN COUNTRY (GAC) 27 AMERICAN YOVIE CLASSIC 28 TURNER NETWORK TELEVISION (TNT) 29 USA 30 LIFETIME 31 NICKELODEON 32 CNN 33 DISCOVERY CHANNEL Y ABC FAMILY 36 6CbFI 38 HALLMARK 37 THE WEATHeR CHANNEL 30 ART6 LENTERTAHMENT 39 CARTOOH NETWORK 40 FOX NEWS 41 CNBC 42 HOME 6 GARDEN TELEVISION (HGN) 43 COMEDY CENTRAL 44 FK 46 THE OUTDOOR CHANNEL 46 ANIMAL PLANET WestonlJane Lew, WV RATES AS OF 2008

..A mal& PORTAL BOX IS REWIRE0 TOR ALL GlOnlL SERVICE5 AI PPV IM Dl@ral Mudc available f4r dglul SYnOm5 Old7 111.95 ~Ar-rER-vle~ $11.40 rn 200 HBO 500 IN DEMAND 1 100 NOOGIN 501 IN DEMAND 2 TV GUIDE -101 NICKELODEON GAMES 6 SPORTS ?(il nsoa 3 LOCAL ACCESS Hi2 HBO SIGNATURE 542 INDEMANUB 102 HICK TOONS 591 IN DEMAND 9 4 WTAE.ABC 103 TOON DISNEY 201 HBO FAMILY 1 NOM WEATHER 204 HE0 COMEDY 104 MSCOVERY KiDS 600 PLAYBOY 6 cw 103 DISCOV€RYHOME 'M5 HBOZONE 1 WOTV 101 CLUB JENNA 106 INVE$TlGATK)H DISCOVERY $8 602 FRESH 8 WCHS 107 DISCOVERY HCALTH WiekW m 9 Tne IDUCATIONAL CHANNEL 150 CINEMAX 106 THE MILITARYCHANNEL DIGITAL MUSIC 10 WON 109 HISTORY INTERNATIONAL 25i MOREWAX I1 MFX.POX ACliDNMAX SUO BEAUTIFUL INSTRUMENTALS 110 BK)(iRAPHY 232 001 JAP:VOCALS 11 WBOY 253 THRILLER MAX 111 THE SCIENCE CHANNEL 902 HOTTEST HITS 13 WPB 112 SUNOANCE $12 95 903 MODERN COUNTRY 14 TRINITY BROADCASTING NETWORK ITBNI 114 LlfEllME UOVlE IIEWKAX 15 mSPIRATIONAL NETWORK 904 ALIERNAlNE ROCK 117 BRAVO 3w mmmE HOME SHOPPING NEWORK so3 URBAN ADULT CONTEMPORARY (0 118 SWLE I01 SHOWIIk3ETM) 17 avc 302 SHOWIME SHOWCASE 906 RAP 119 WE: WDLIM'SENTERTAIHMEKI 907 JAU 18 CSPAN 110 OAUE SHOW NETWORK lGWl 303 SHDWllME EXTREME 19 CSPAN 2 3W SHWIMENECT 121 8BC AMERICA 906909 GOSPELBLUES 122 BLO€NBERG 305 SHOWTIME FAMILY 306 SHOWTIME WOMEN 810 TRENDS 129 MTV2 SYMPHONIC 307 FLlX $11 130 MTV HITS 350 THE MOVIE CHANNEL 911 COFFEEHOUSE If1 CMTPURE 913 OANCE 112 VH.l cLA931CROCK 351 THE MOVE CHANNEL xrR* y(VAKPE0 U% s37.ss $14 RETRO 133 VH.1 SOUL $12 85 $15 ALBUMRNK 20 ABCFAMILV 44 USA 45 TOON DISNEY 134 FUSE v 21 FOXNCW A00 STARZ 916917 WE709HlTSHITS 22 oISCOVBRY CHANNEL 48 TBS 401 S IARZ IN BLACK 918 CLASSIC RbB 2) LEARNING CHANNEL fTLC) 47 CARTOON MEWORK 402 STARZFAhULY THE 818 HARDROCK 24 THE WEATHER CHANNEL 48 NICKELWEON 403 STARZC~NWA 49 AR'ISI ENTERTAINMENT 404 BTARZEOGE 920 SOFlHlTS 15 FX SO LIFETIME PlOlTU MOWEL S 821 QMDEN OLDIES 16 ANIMALPLANET 4% ENCORE 61 COMEDY CENTRAL 111 INDEPENDENT FILM CHANNEL 922 TRADITIONAL COUKIRY 27 SOAPNET 451 ENCORE ACllON 115 FOX MOVIECHANHEL 923 GROOVE LOUNGE za SCI.FI 52 OXYQEN 452 ENCORE DRAMA 13 FOX SPORTS PmTSBURGH 116 TURHER CLASSIC MOVIES 924 SMOOTH JAZZ 29 THE TRAVEL CHANNEL 451 ENCORE LOVE 34 WOhlE 6 GARDEN TELEVISION (Hm) 12) FOX SOCCER 925 BIG BAND SMNG $4 WPN 454 ENCORE MYSTERY 55 FWONETWORK 124 Fox SPORTS ATLANTlC 926 NtWAGE 11 ESPN 2 435 ENCORE WAM 56 SPEED CHANNEL 125 FOX SPORTS CENTRAL 827 HOLIOAY HAPPENINGS 32 ESPN CLASSIC 456 ENCORE WESTERNS 51 CMI 126 FOX WORTS PACIFIC 626 OReAT STANDARDS 33 EWN NEWS sa CNN wows ucws $27 VUt5l-E $17 OD 92s CONTEMPORARY CHRISTIAN 11 THE DlSMll CHANNEL SlULHBO*CINBWAX 59 SPIKETV 116 THE GOLF CHLNNeL 15 El 83D REOGAE (6 95 931 CHILDRENSMUSIC AMERICAN MOVIE CUS61C MI CNBC WALPORTAL EOX 38 047'4 932 ADULT CDNTEMPORhRY 17 HALLMARK 61 62 THE CUTDOOR CHANNEL IS5 933 LITE CLASSIC4L 38 TURNER NETWORK TELEVISION (TM) A- E3 934 ROCK N ROLL 19 TW LAND MN 04 VH.1 915 CLASSIC ROCK 40 HISTORY CWNNEL v 65 CUT 151 DISCOVERY ESPANOL 936 UR0AN BEAT 41 NATlMlAL GEOORAPUlc 142 HISTORY CHANNEL ESPANOL 66 CNTN 42 TRU N BF.BB*N 193 CNN ESPANOL 43 FITTV 164 TOON DlsNEY ESPANDL . ..

PROPOSED RATES AS OF 2008

PPYmd Olp~lHY~is~rulshklorddrd iY1L.mr enlx

Ui 85 LAY-PER-w sms4zmm~~ $15196 .I 2 LOCAL ACCESS 100 BBC AMERICA MD HBO so1 PPV 3 WBOY.NBC 101 DISCOVBRYHOME #K.# (0~75501 HE02 802 PPV 4 WTAbABC < Ff4 uc q/ 1 1 0 $ 103102 D1ScovERYDISCOVERY KIDSESPANOL $72 HEOSWTURE no> PPV 6 WOTV-CBS rak,' ''- B)I HBO FAMILY 804 PPV 6 WNPB-Pas 104 NICK2 Q He<$1JC 504 HEOLATINO 805 PPV I avc 105 NWCiU 806 PPV 8 tw 108 NICKELODEON QAMES &SPORTS [ '8 ClNhHLX $800 9 CSPAN 107 NlCKTOONS 550 CINEMAX 881 FRESH 10 CSPAN 2 108 TOON DISNEY 551 MOREMAX a81 SHRtZ 11 WFVX-FOX 109 GAME SHOW NETWORK IGSNI 662 ACTIONWX 896 PLAYBOY 12 MSURATIONAL LIFE 110 ESPNNEWS 13 HOME SWPING NETWORK 111 ESPN CLASSIC gnownmc iNC tl2.S 801-9.u DMX WUSlC zw STYLE 800 snowme 201 LFPIZ IO1 SHOWTlMETOO M2 NWESPANOL 802 SHOWTIME SHOWCASE nmmmmm M3 UNJAMS 803 SHOWME UTREME 14 AQCFAMILY 34 FOXNEWS M4 MTVHITS 604 SHOWIIME BEYOUD 15 THE LEARHING CHANYEL (TLCI 35 cNac 105 YK1CLASIIC 850 THEMOVIE CHANNEL 16 AMERICAN MOVIECLASSIC 38 USA 206 WH.1 SOUL 651 THE MOVIE CHANNEL XTRA I1 THE WEATHER CHANPIEL 31 TBS 208 cwPURE 652 FLlX 10 FX 38 TURNER NETWORK TELEVISION(TNT) 210 SOAPNET le SPEED CHANNEL 39 SPlKEN 112 SUHOANCE STARZhBNCq 115.00 20 FOX SPORTS PITTSBURGH 40 ARTS a ENTERTAINMENT 214 LIFETIYEM~YI~ NETWORK 7W STAR21 21 EEPN 41 COMEDY CENTRAL 216 THE MILITARY CHANNEL 701 STARZI iu BUCK 22 ESPI42 42 CW 300 THE SCIENCE CHAHNEL 702 STAR21 FAMILY 13 HOME b GARDEN TELMSION (HCITV) 43 mv MI DIGCOVERY HEALTH 703 STARZI CINEMA 24 LIFETIME 44 VH-? 302 FlTTY 79 ENCORE a6 HALLMARK 45 OXYGW 303 INVESTIGATION DUCOVERY ZB MSCOVERY CHANNEL 40 G4N 304 aLooMsmG piorru nuomHBHAX 27 FOOD NETWORK 47 El 3MI BWRPIPHY 21 BCCFI 48 TVWD 307 HISTORY INTERNATIONAL 29 HISTORY CHANNEL 19 CARTOON NETWoRK 30 THE TRAVEL CHANNEL SO NICKELODEON 31 ANIMAL PLANET 51 THEDISNEY CHANNEL OII~ITALPORTAL BOX A CNN 52 EWTN 33 CNN HeAOUNE NEWS 53 TRlNlN BROADCASTING HETWORS ITBNl e- ? DY. $4 on -215 FOX MOVIE CHANNEL 308 FOX SPORTS ATLANTIC 310 FOX SPORTS CENTRAL 111 FOX SPORTS PACIFIC 310 ESPNNEWS $11 ESPN CLASSIC CLAY, WV PROPOSED RATES AS OF 2008

ANALOG PAEHlUWL 5 HBO s'13.65

IIXPUIDBD BA51(; 14 USA 15 SCbFI 16 TBS 29 THE WEATHER CHANNEL 17 FX 30 CNN HEADLINE NEWS 48 SPIKETV 31 CW 20 ABCFAMILY 32 TURNBR NPWORX lELWlSlON(TNT) 12 AMERICAN MOVE CLASSIC 33 NICKELODEON 23 ARTS a ENTERTAINMENT 34 CARTOON NETWORK 14 HISTORY CHANNEL 35 CKI 26 DISCOVERY CHANNEL 36 MN 26 LIFETIME 37 VH:? CraigsvOlle, WV PROPOSED RATES AS OF 2008

$14.85 EXCAWDCD M8lt SIRYICB $2386 -00 PRIMIUME 3 WSALHBC id CNN 2 HBO 1f1.99 4 WOAY-AUC EWN 6 WDN-CBS ESPN 2 ocw SPIKE 7V 1 WKRP.PAX GReAT AMERICAN 8 WCHS-ABC MN 9 WSWP.PBS THE WEATHER CHANNEL IO TBS THE 016NFf CHANNEL 11 MAWFOX TURNER NI'IWORK TELCVlSlON (TNT) 11 WGN 23 DISCQVERV CHANNEL I3 WOW-CES 24 LIFETIME 15 AMMICAN mvie CLASSIC 26 USA 27 SCI-FI 18 NICKELODEON 29 VH.1 30 ABC FAMILY 31 avc 31 CSPAN 33 CSPAN 2 ?A TOON DlSNCY 35 ANIMAL PLANET 36 SPEEDCHANNEL 37 THE LEARNING CHANNEL (1LC) 86 THE OUTDOOR CHANNEL 87 THE LEARNIHG CHANNEL (TLC) 98 FX 89 TRlN!'l-Y BROADCASTINGNETWORK (TBN) PROQOfiED RATES AS QF 2008

"A MGITAL PORTAL BOY Is REQUYIEO FOR AUDIGITAL SERVlCES AT AN ADDlllONAL CHARGE"

@ASICSCRVICE 119.95 DIBITAL BAWG s4w Hm 113 69 2 WVFX-FOX 200 BIOGRAPHY 330 HBO 3 HOME SHOPPING NETWORK 4 20,q 5 20) HISTORY CHANNEL 131 HE0 FAMILY d WON 209 TRINITY EROADCASW NETWORK (TEN) 334 HBM 2<1 TOON DISNEY 336 HBO SIGNATURE 212 DISCOVERY KIDS 338 HE0 COMEDY 217 STYLE 339 HBOZONE 233 FUSE 251 BLOOMBERG GINEMAX $13.46 10 WNPBPES 252 IHVESTlGAmN DISCOVERY 100 CINNIMAX 11 WAH.FOX 253 DISCOVERY HEALTH 302 MOREMAX 11 WBOY.NBC 254 DISCOVERY HOME 304 ACTIONMM 13 WOWK-CES 255 THE SCIENCE CHANNEL 305 THRILER MAX 256 THE YIUTARY CHANNEL 259 HISTORY INTERNATMNAL SnollFnms e lug SI299 BXPANDeD BASIS $2800 38 €1 295 NATIONAL GEOGRAPHIC 350 SHOWTlME 18 ABCFAMILY 39 MSNBC 286 SHOPNSC 352 SHOWMlE TOO-EAST 354 SHOWTME SHOWCASE 20 USA -F 437 .so 40 SPEED CHANNEL 356 SHOWUE EXTREME 21 esPN GAME SHOWNEMORK (GSN) 358 SHOWWE NEXT 22 ewnz rA'c nc''c6e HOME L WENTELEVISION(HOTV) SHOMAUE FAMILY 23 ESPN CLASSIC \ 43 NICKELODEON 359 aqc* 380 SHOWTKAE WOMEN 24 FOX SPORTS PITTSBURGH 9/,\08 44 DISCOVERY CHANNEL DIGITAL (iAHE5 SPQBlX $494 26 TURNER NElWORK TELEVISION (TNT) 45 WLAND 263 G4N 380 THE MOVIE CHANNCL-EASl 26 LIFETIME 46 SOAPNET 277 FOX SPORTS ATLANTIC 381 TMC XTRA. EAST 27 6PIKCN 41 CW 278 FOX SPORTS CCMRAL 361 FUX 28 ARTS ENTERTAINMENT 48 UW 279 FOX SPORTS PACIFIC a QTAFS? ENCORE $43.95 29 TllE LEARNING CHANNEL(7LC) 49 WE WOMEN'S ENTERTAINMENT 284 ESPNNEWS 310 ENCORE 30 THE DISNCY CHANNEL 50 VH.1 285 FOX SOCCER 31 HISTORY CHANNEL 51 TURNER CLASSIC MOVES la6 THE GOLF CHANNEL 312 ENCORE ACTION 314 ENCORE LOVE 32 CNN 52 CARTOON NElWORK 287 THE OUTDOOR CHANNEL aa GREAT AMERICAN COLINTRY IGAC) 63 ANIYALPLANET 286 OUTW(IR1lFE 316 ENCORE MYSTERY 34 TBS Y fY 318 ENCOReDRAMA ENCORE WESTERNS 35 AMERICAN MOVIE CLASSIC 55 CSPAN 320 ENCORE WAMl 36 CNN HEAOUNE NEWS 56 HALLMARK 322 3?0 STARU 37 FOXHEWS DIGITAL MOVIE u35 372 STARZI EDGE 215 SLEUTH 375 STARZ CINEMA 240 FOX MOVIE CHANNEL 370 STARZ KIDS 6 FAMILY 241 INDEPENDENT FILM CHANNEL 142 UFETIME MOVIE NelWORK

/vs DIOITAL PORTAL BOX 03.95 $13.96 Appalachian Region Non-Recurring Charges

New Install (wire house) $49.95 Reconnect $29.95 Transfer $29.95 Extra Outlet Install $9.95

Late Fees WV $2.00

All other states in our region $5.00 Fuel Surcharge $5.00 Truck Roll Fee $15.00

Refund Fee $10.00

40735-0045LEGAL14534348.1 Schedule 4.11 (a) to Asset Purchase Agreement dated August 6,2008 among Shentel Cable Company and Rapid Communications LLC and Rapid Acquisition Co., LLC.

Government Permits

Franchise Aereements

40735-0045iLEGALI 4446273.7 37 I Town of Hamsville 1 Town of Gassaway Town of Flatwoods Town of Burnsville Pleasants County Town of Sutton Webster County Braxton County City of Weston Town of Sand Fork

I I Town_. of__ Glenville- I Gilmer County (Charter) Gilmer County (Basco Lewis County (Charter) Lewis County (Basco) k > Ritchie Count

System Type of License License Number Covington, Virginia TVRO E030 139 Belington, West Virgirua TVRO E6561 Summersville, West Virginia TVRO E873635 TVRO E6625 Weston, West Virginia Radio KNCJ948 Radio WPNZ905 TVRO E873628 TVRO E873636 I

Rapid's franchise agreement with Clay County, West Virginia has expired.

On July 22, 2008, Rapid received a letter from the Office of the Attorney General of the State of West Virginia (Consumer Protection Division) informing Rapid of two complaints filed with the Attorney General by two subscribers. Rapid is responding to the complaints.

40735-0045lLEGAL 14446273.7 38 Schedule 4.1 l(b) to Asset Purchase Agreement dated August 6,2008 among Shentel Cable Company and Rapid Communications LLC and Rapid Acquisition Co.. LLC.

Comdiance With Legal Requirements

Taxing Authoritv Due Date Date Paid 1

Commonwealth of Virginia (Sales Tax) 812012005 91212005 1212012005 1212912005 212012006 212312006 312012006 312712006 412012006 412712006 1 512012006 517717006 1012012006 411 712007 112012007 41 1712007 112112008 11’2412008 West Vlrgma Department of Tax and Revenue 1112012005 1215i2005 (Sales Tax) 1212012005 12130l2005 212 012006 2/23/2006 312012006 312512006 512212006 5122 12006 612 112006 711412006 712012006 411 712007 812112006 411 712007 912012006 411712007 1012012006 411712007 1112012006 411712007 1212012006 411712007 1I2212007 4/17/2007 212012007 41 1712007 312012007 411 712007 5/2Of2007 61712007 612012007 612212007 712012007 713 112007 812012007 8127l2007 912012007 912 112007 1012212007 10l2512007

407354045lLEGALI 4446273.7 39 1212012007 1211812007 112112008 111212008 West Virginia Public Service Commision 91112006 11812007 (regulatory fee)

West Virginia Department of Revenue - Withholding Tax 10/2012005 1013 112005

I Business and Occwational Taxes Citv of Weston 1013 1i2006 1 21712007 113012007 21712007 413012007 51912007 Town of Ansted 1013 112006 612 712 00 I 113012001 6127!2007 413012001 6/27/2007 Town of Burnsville 1013 112006 3!3012007 113012007 313012007 413 0,'2007 5/8/2007 Town of Cowen I 413012006 61512007 1 713112006 61512007 1013 112006 61512007 113 1I2007 61512007 Town of Marlington 1013012006 11512007 113112007 21112007

Franchise Pavments City of Belington 1011 5/06 1/5/2007 02115107 212712007 1 City of Pendelton 1 07131106 1 1211312006 I 1 01131107 212612007 1 04/30/08 5!2!2008 City of Pennsboro 1011 5106 12113i2006 0111 5107 212612007 0411 5108 51212008 City of Petersburg 1011 5/06 1211312006 0 1115107 212612007 041 15/07 7/3/2007 041 15108 51112008 City of Richwood 11130106 1/512007 Citv of Summersville 10131106 1/5/2007 I I 01131/07 1 31612007 I 1 04130108 51212008 City of Weston 1 10125106 1/5/2007 1 10/?5107 I116 2007 1 04/25/08 512:2008 ' I CountvofBarbour 1 01131101 i 31613007 I County of Doddndge I lli15106 1 1211312006

I 1 02/15/07 I1 21261'2007 1 Countv of Favette 1 10i31106 I 11512007

407354045/LEGAL14446273.7 40 I 01131107 I 2/27/2007 04130108 51212008 Countv of Gilmer loll 5/06 1 I512007 1 01115107 I 212712007 1 04115108 1 51212008 County of Lewis 11130/06 11512007 County of Lewis 11130106 11512007 County of Lewis 11130106 11512007 County of Lewis 11130106 11512007 County of Petersburg 0113 1107 212612007 04130107 51812007 04130108 51212008 10131106 11512007 0 1 13 1 I07 04130108 5/2/2008 County of Wetzel 1013 1 I06 1211312006 01131107 212612007 04130108 51212008 Ritchie Countv 1013 1106 11512007 I 01131107 1 212712007 1 04130108 1 51212008 t 1 Ritchie County 1013 1106 11512007 0 1 13 1I07 212712007 04130108 51212008 Town of Anstead 1013 1 I06 11511007 0 1 13 1107 21'2712007 t 04130108 51212008 Town of Camden 11130106 11512007 Town of Hamsville 04130106 71 1012008 1013 1106 11512007 0 113 1107 212712007 04130108 51212008 Town of Hillsboro 04130108 51212008 Town of Jane Lew 11130107 11512007 Town of Junior 11130107 11512007 Town of Marlinton 10131106 11512007 01131/07 212712007 I i, 1 04130108 1 51212008 Town of Sand Fork 04130106 711012008 04130107 711012008 Town of West Union 061 1 1/07 1211 312006 Webster Springs 0 113 1107 318f2007 Webster Springs 0 li3 1IO7 3181'2007

_.7 Rapid is not in compliance with the EAS requirements for the following Systems:

Belington Boone County

41 Clay Drennen Franklin Gilboa Marlinton Pennsboro Petersburg West Union

3. Rapid timely posted its 2007 Form 396-C filings on its website and in its public inspection files, but the link on its website did not include the required link to the EEO Public File. This oversight has been corrected. 4. The 2007-1 Copyright filings made by Rapid covering the Weston, Harrisville. Gassaway and Glenville Systems contained incorrect subscriber and rate dormation. 5. Rapid has not obtained a community unit identification number for Pleasants County, West Virginia.

40735-004YLEGAL14446273.7 Schedule 4.1 1(d) to Asset Purchase Agreement dated August 6,2008 among Shentel Cable Company and Rapid Communications LLC and Rapid Acquisition Co., LLC.

ComDliance With Legal Requirements

Rapid was delinquent in the filing of, or failed to file, the required Form 310s for the following jurisdictions in the following years:

10735-001SLECAL 14446273.7 43 Schedule 4.1 l(f) to Asset Purchase Agreement dated August 6,2008 among Shentel Cable Company and Rapid Communications LLC and Rapid Acquisition Co., LLC.

ComDliance With Section 616

Section 626 notices were not timely filed in the following jurisdictions:

Clay County WV Lewis County WV (Basco) Nicholas County WV (JetBroadband)

40735-004S/LEGALi 4446273,7 44 Schedule 4.1 l(g) to Asset Purchase Agreement dated August 6,2008 among Shentel Cable Company and Rapid Communications LLC and Rapid Acquisition Co., LLC.

Comaliance With Legal Reauirements

Set forth below are the stations within the Systenis that have elected must-cany or retransmission consent status pursuant to the Communications Act:

Network System MC or RTC WABC Pennsboro MC* WOY Ansted RTC WBOY Belington RTC WBOY Broad Run RTC WBOY Gassaway RTC WBOY Glenville RTC WOY Hamsville RTC WBOY Page,'Scarbro RTC WBOY Pennsboro RTC WBOY Richwood RTC WBOY Webster Springs RTC WBOY West Union RTC WBOY Weston RTC WCHS Ansted RTC.Sinclair WCHS Broad Run RTCSinclair WCHS Clay RTC.Sinclair WCHS Craigsville RTC Sinclair WCHS Dingess RTC. S inclair WCHS Drennen RTC.Sinclair WCHS Gassaway RTC .S inc lair WCHS Gilboa RTC Sinclair WCHS Glenville RTC.Sinclair WCHS Grantsville RTC .Sinclair WCHS Hamsville RTCSinclair WCHS HarZs RTC.Sinclair WCHS PagelScarbro RTC.Sinclair WCHS Richwood RTC,Sinclair WCHS Summersville RTC. S inclair WCHS Webster Springs RTCSinclair WCHS West Union RTC .Sinclair WCHS Weston RTC.Sinclair WDBJ Covington RTC WDBJ Franklin RTC WDB J Marlinton RTC WDRL Coving ton MC*

45 WDU Marlinton MC* WDTV Ansted RTC WDTV Belington RTC WDTV Broad Run RTC WDTV Craigsville RTC WDTV Drennen RTC WDTV Franklin RTC WDTV Gassaway RTC WDTV Glenville RTC WDTV Harrisville RTC WDTV PageiScarbro RTC WDTV Pennsboro RTC WDTV Richwood RTC WDTV Summersville RTC WDTV Webster Springs RTC WDTV West Union RTC WDTV Weston RTC WFXR COVhgtOR MC WJAC P etersburg MC* WJPR Covington MC WLPX Ansted MC* WLPX Boone County MC* WLPX Clay MC* WLPX PageIScarbro MC* WLPX Richwood MC* WLPX Summersville MC * WLPX Webster Springs MC* WOAY Ansted RTC WOAY Boone County RTC WOAY Clay RTC WOAY Craigsville RTC WOAY Drennen RTC WOAY Gilboa RTC WOAY Grantsville RTC WOAY Marlinton RTC WOAY PageiScarbro RTC WOAY Richwood RTC WOAY Summersville RTC WOAY Webster Springs RTC WOWK Ansted RTC wow Clay RTC WOWK Craigsville RTC WOWK Dingess RTC wow Drennen RTC wow Gilboa RTC wow Grantsville RTC wow Harts RTC WOWK PageiScarbro RTC WOWK Pennsboro RTC WOWK Richwood RTC

40735-0045iLEGAL 14446273.7 46 wow Summersville RTC wow Webster Springs RTC WPXR Covington MC* WSAZ Ansted RTC WSAZ Boone County RTC WSAZ Boone County RTC wskz Clay RTC WSAZ Craigsville RTC WSAZ Dingess RTC WSAZ Drennen RTC WS.42 Gassaway RTC WSAZ Gilboa RTC WSAZ Glenville RTC WSAZ Grantsville RTC WSAZ Harts RTC WSAZ PageIScarbro RTC WSAZ Richwood RTC WSAZ Summersville RTC WSAZ Webster Springs RTC WSET Covington RTC WSET Marlinton RTC WSLS Covington RTC WSLS Franklin RTC WSLS Marlinton RTC WTAE Belinpton RTC.Hearst Argyle WTAE Broad Run RTC.Hearst Argyle WTAE West Union RTCHearst Argyle WTAE Weston RTC.Hearst Argyle WTAP Hamsville RTC WTAP Pennsboro RTC WTAP West Union RTC WTRF Pennsboro RTC WTW West Union RTC WTSF Dingess MC WTSF Harts MC WTTG Petersburg MC* WUSA Petersburg MC* WVAH Ansted RTC.Sinclair WVAH Boone County RTC .S inclair WVAH Clay RTCSinclair WVAH Craigsville RTC.Sinclak WVAH Dingess RTC.Sinc1air WVAH Drennen RTCSinclair WVAH Gassaway KTC.Sinclair WVAH Gilboa RTC Sinclair WVAH Glenville RTC.Sinclair WVAH Grantsville RTC .Sinc lair WVAH Hamsville RTC.Sinclak WVAH Harts RTC Sinclair WVAH PageiScarbro RTC.Sinc1air

40735-0045!LEGALI 4446273.7 47 WVAH Pennsboro RTC. Sinclair WVAH fichwood RTC. Sinclair WVAH Summersville RTC. Sinclair WVAH Webster Springs RTCSinclair WVFX Beiington RTC WVFX Belington RTC WVFX Broad Run RTC WVFX Gassaway RTC WFX Gassaway RTC WVFX Glenville RTC WVFX Glenville RTC WVFX Hamsville RTC WVFX Harrisville RTC WVFX Pennsboro RTC WVFX Pennsboro RTC WVFX West Union RTC WVFX Weston RTC WVFX Weston RTC WVNS Marlinton RTC WA Drennen MC* WWA Gilboa MC* WVVA Grantsville MC* WA Marlinton MC* WWCP Petersburg MC* WYMT Dingess RTC WYMT Harts RTC

* No response from broadcaster to notice of carriage.

Rapid has no Must Carry or Retransmission Consent Agreements with the following stations:

WCWS - Covington VA WBFJ - Boone County, WV WZHS - Boone County, WV WHSV - Franklin and Petersburg, WV WKRN - West Union and Craigsville, WV WQCW - Ansted, Page, Scarbro, Richwood, Summersville, and Webster Springs, WV WSW - Page, Scarbro, Richwood, Summersville and Webster Springs, WV WWC W - Marlinton

40735-0045lLEGAL14446273.7 48 Note: Cycle 1 August is included Fn current ARO731 .TXT ?07/31/08 @ 09:32 (05) SHENTEL LIMITED PAGE 00001 ACCOUNTS RECEIVABLE AGING

PAST DUE 3,203 15.86% ______--__----_------?07/31/08 @ 09:32 (05) SHENTEL LIMITED PAGE 00002 ACCOUNTS RECEIVABLE AGING SUMMARY TOTALS

* CYCLE * FREQUENCY

3,247 ' 1' 16,041 'M' 17,511 '0' 1 ' 7' 59 '0202 ' 1,027 'I' 2 ' 15' 1,349 '0203 ' 107 '5' 1 ' 22' 62 '0204 ' 1,463 'A' 9 ' 774 '0800 ' 652 'B' 453 '0801 3 77 'E' 29 '0802 79 'MI 4 '0803 ' 41 'N' 3 '0804 ' 113 'P' 67 '0805 ' 290 'Q' 5 '0806 ' 102 'R' 3,504 '0807 ' 824 '5' 1 '0808 ' 91 'U' 204 '0809 ' 385 ?07/ '31/08 @ 09:32 (05) SHENTEL LIMITED PAGE 00003 ACCOUNTS RECEIVABLE ACING ______-____------SUMMARY TOTALS AR073 1.TXT FRANCHISE ** 'V' 2 10 '0810 ' 116 'X' 6 '0811 359 '0812 241 '0813 ' 32 '0814 ' 84 '0815 31 '0816 ' 16 '0817 1,291 '0818 ' 214 '0819 ' 1,170 '0820 ' 83 '0821 ' 72 '0822 ' 346 '0823 164 %7/31/08 63 09:32 (05) SHENTEL LIMITED PAGE 00004

** STATUS * TYPE * CYCLE * FREQUENCY J. FRANCHISE ** '0824 ' 45 '0825 ' 139 '0826 ' 2 57 '0827 ' 96 '0828 26 '0829 ' 226

'0830 I 34 '0831 ' 35 '0832 ' 14 '0833 ' 111 '0834 121 '0835 ' 320 '0836 ' 58 Page 2 AR0731.TXT '0837 ' 68 P07/31/08 @ 09:32 (05) SHENTEL LIMITED PAGE 00005 ACCOUNTS RECEIVABLE AGING

'0838 25 '0839 213 '0840 ' 364 '0841 ' 224 '0842 ' 618 '0843 ' 64 '0844 ' 54 '0851 ' 180 '0852 ' 111 '0854 ' 296 '0855 ' 283 '0856 ' 69 '0857 ' 53 '0858 ' 23 P07/31/08 @ 09:32 (05) SHENTEL LIMITED PAGE 00006 ACCOUNTS RECEIVABLE AGING ______--___------SUMMARY TOTALS ______-__-_------** STATUS * TYPE * CYCLE * FREQUENCY FRANCHISE ** '0859 ' 1 '0861 ' 177 '0864 ' 53 '0865 ' 6 '0866 ' 283 '0867 ' 205 '0879 ' 266 '0880 ' 59 '0881 ' 444 '0882 ' 274 Page 3 '0895 ' 38 '0896 ' 31

'0897 I 125 507/31/08 @ 09:32 (05) SHENTEL LIMITED PAGE 00007 ACCOUNTS RECEIVABLE AGING ** RATE CODE SUMMARY ** code Descri ption count # subs Dol 1 ars cost Package AC AC TENANT BASIC 1 1 0.00 0.00 A0 ADDITIONAL OUTLET 172 126 0.00 0.00 APPV AUTHORIZE PPV 10 10 0.00 0.00 B BASIC 13552 13537 627926.17 0.00 B2 SENIOR CITIZENS BASIC 706 706 31021.64 0.00 BB BROADCAST BASIC 2605 2605 43849.20 0.00 BBLK BULK BASIC 164 34 2666.80 0.00 BLU TV BLUEPRINT 16 16 44.00 0.00 BNET BULK INTERNET 230 3 427.00 0.00 BULK BULK 2557 126 23216.12 0.00 C CINEMAX 4 4 45.80 0.00 507/31/08 @ 09:32 (OS) SHENTEL LIMITED PAGE 00008 ACCOUNTS RECEIVABLE AGING ** RATE CODE SUMMARY ** code Descri ption count # subs Dol 1 ars cost Package CB Cob! EXP BASIC 1 1 30 I 00 0.00 CNET COMMERCIAL INTERNET 17 17 1049.15 0.00 CONl CONl 104 103 162.86 0.00 CON2 REMOTE CONVERTER I28 111 135.36 0.00 DB DIGITAL BASIC 2486 2486 23071.25 0.00 DC DIGITAL CINEMAX 116 116 1321.35 0.00 DE DIGITAL ENCORE 2 2 7.98 0.00 DH DIGITAL HBO 230 230 3164.80 0.00 DHC DIGITAL HBO/MAX 579 579 12069.60 0.00 DM DIGITAL MOVIE 441 441 3601.35 0.00 DMC DIGITAL THE MOVIE CHANNEL 1 1 12.95 Page 4 AR07 3 1. TXT 0.00 ?07/31/08 @ 09:32 (05) SHENTEL LIMITED PAGE 00009 ACCOUNTS RECEIVABLE AGING ** RATE CODE SUMMARY ** code Descripti on count # subs 001 1ars cost Package DMM DIGITAL MOVIES & MORE 3 3 11.85 0.00 DMS DIGITAL SPORTS/MUSIC 463 461 2169.10 0.00 DP DIGITAL PORTAL 10558 5918 5471.35 0.00 DPB DIGITAL PORTAL/BASIC 16 16 223.20 0.00 DPX DIGITAL PORTAL/EXTRA 624 488 2461.85 0.00 DSP DIGITAL SPORTS 8 8 39.60 0.00 DST DIGITAL SHOWTIME/TMC 445 445 5320.95 0.00 DSZ DIGITAL STAR2 33 33 308.55 0.00 DSZE DIGITAL STARZ/ENCORE 785 709 9583.65 0.00 FCC FCC REGULATORY FEE 19570 17009 1369.83 0.00 FFol FRANCHISE FEES 960 960 435.35 435.35 ?07/31/08 @ 09:32 (05) SHENTEL LIMITED ACCOUNTS RECEIVABLE AGING ** RATE CODE SUMMARY ** code DeSCription Count # Subs ~011ars cost Package FF02 2% FRANCHISE FEE 551 551 512.05 512.05 FF03 FRANCHISE FEE 3420 3409 4848.35 4848.35 FF04 FRANCHISE FEE 470 470 818.23 818.23 FF05 FRANCHI~EFEE 5754 5754 12376.33 12376.33 FSN FOX SPORTS NETWORK 3 3 42.75 0.00 H HE0 53 53 667.45 0.00 HB HBO BULK 1123 22 5109.00 0.00 LNET LITE INTERNET 192 192 4772.40 0.00 NET1 INTERNET- REG 402 402 12464.90 0.00 NET2 INTERNET - TOP 152 152 6307.55 0.00 NET3 LITE INTERNET W/O CABLE 22 22 724.90 0.00 N7/31/08 @ 09:32 (05) SHENTEL LIMITED PAGE 00011 ACCOUNTS RECEIVABLE AGING ** RATE CODE SUMMARY ** Page 5 ~~0731.TXT code Dercripti on count # subs ~011ars cost Package NET4 INTERNET REG W/O CABLE 46 46 1787.70 0.00 NETS INTERNET -TOP W/O CABLE 42 42 1999.95 0.00 NET6 HSD 1 MEG 117 116 3383.15 0.00 NET7 HSD 1 MEG N/C 2 2 69.90 0.00 OM OUTLET MAINTENANCE 1459 1456 4319.66 0.00 PPV PAY PER VIEW 127799 30 0.00 0.00 REM0 REMOTE EQUIPMENT CHARGE 99 86 46.53 0.00 RWF RIGHT OF WAY FEE 4244 4146 3055.68 0.00 S SHOWTIME 3 3 38.85 0.00 ST SHOWTIME/MOVIE CHANNEL 1 1 0.00 0.00 TAX SALES TAX EXEMPT 17 17 0.00 0.00 ?07/31/08 (3 09:32 (05) SHENTEL LIMITED PAGE 00012 ACCOUNTS RECEIVABLE AGING ** RATE CODE SUMMARY "* code Description count # subs Do7 1ars cost Package TXol TAXES AND FEES 13251 13251 38071.72 38071.72 TX99 COMMUNICATIONS SALES TAX 4244 4244 9952.88 9952.88 VIP FREE BASIC SERVICE 324 315 0.00 0.00 VIPD VIP DIGITAL 142 130 0.00 0.00 VNET VIP INTERNET 11 11 0.00 0.00 WVF WEST VIRGINIA WVPSC FEE 13084 13061 130.80 0.00 _--____---- TOTAL 234614 95292 912719.39 67014.91

?07/31/08 @. 09:32 (05) SHENTEL LIMITED PACE 00013 ACCOUNTS RECEIVABLE AGING ** RATE CODE GROUP **

Grp Description count # subs DO^ 1ars 1 INTERNET 1222 994 32986.60 2 PREMIUMS 2191 2115 31789.83 12 NO CHARGE ACCOUNT 21044 18446 761269.53 15 NO INTERNET 884 884 29106.55 8BJM ~nalysis~eport Specifications

ACCOUNTS RECEIVABLE AGING Page 6 Page 7 Wells Farpo Inruranrsa Services Yauatain Imrt, Inc.

COMPANY Rapid C~lnmwi~etInns,LLC 8 Fsderol lnsurvloe Ca. 92UO I Cross Drlur, Suits Mw COMPANY Littlehn, to 80123 6 CWANY

THlSlS TO CERTlFYTHATTrlEPO rESOFINSURAN~USTEDBaO\ 4M BEWISSUEDTOTHENSUFEDNAMEDAEOVEFOR THEPOLICY PERIOD INDCATED.NOTWTTHSTANDlNG rlYREOUIREMENT,TERMORCOND IN~FANYCONTRACTOROTHERDOC~ENTWITHRE~~?TOWHICHTHIS CERTIFICAlE MAY BE ISSVR) OF IAY PERTAP4,THEWSURANCEAFf DED BY THE POUClES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AN3 CONDITIONS F SUCH POLICIES. LWITS SWOWI’ 4Y HAVE BEE! REDUCED BY PAID CLAIMS. WLKn NUMBER ~IOYEFFECTNF: POUCY Upmm UW TYPDOFINSURWCU DATE (mDATE WDfYY)

35814123 iioiio~ ~ioiios AWRXVJE 1s P,DM,OOO ! PRM*IcTSCW/W AQQ J COldMWClAL QEI.IEwII LIABILITY I a ADV I~Yis I OM.O~O CLAMS MADE =CUR IPERSOW~L a EACH OCCURRENCE t __.1,0oD,000 FIRE OWEthy DIE Itre) 0 1 ,OWI,DOO MD EXP (Any on pem) f 10,000 73524791 YA 1 IO1 108 l’o”os COMBINED SINGLE LIMT t AHY AUTO 1,000,000 INJ~Y ALL OWKD AUTOS WHP DEDUCTIBLE 51,000 acmy 3 Per perm) SCHEDULED AUTOS COU DEDUCTIBLE El ,000 HIRED AUTOS BODILY INJURY t (Per accident) MONOWMD Amos PROPERlY DAMA6Z 0 I AUTO ONLY. EA ACCIDENT QARAOE UABLlTY S b ANY AM0 H 93537676

OTHER 1W UM%RELLA FOAU .~~~ 71719153 [ALL STATES)

PARlNERS/EXECUTIM OFFICERS ARE: EXC

brkerr tompansstion oporatims In Virginia

SHDUD AMY OF THE ABOVE DESCRIBED POLICIES BE CANCU-ED B EXPIRATION DATii THEREOF, MC ISSVINB COMPANY WILL ENDEAVOR TO MAL DAYS WRITTEN HOTICE TO THE CERTIFICATEHOLDER NAMED TO THE LWr,

CERTIFICATE: 026100?/ OWE7 IGffTS UPON THE Rsl Is Fargo lnsuranoe Services Llwntain West, Inc.

Rspld Coswriastlont, lLC B Federal Insurance Co. DZDO I Crass Drive, Suite 840 COWAM Llttlatoa, CO BOl23 c COWANY

ENERACLlAhBILITY

'S B COMRACTOFYS PROT

AUOW AUIOS toUP DEDUCTIBLE 51,000 SCHEOULEO AUTOS COLL DEDUCTIBLE 51.000 HIRED AUTOS NorcOWFRD MOS

Workers Campsnsatlon eperrtto,ns In #06t Virginla

SHOW AUT OF ME ABOVE DE8MllBED POUClE8 BE CANQLLlD EEFOR Proof of Insurance EXPIRATION DATE THEREOF, WE ISSUWG COWMY WlLL ENDEAVOR TO MIL For Information Purpose Only DAYS WRITTEN NOWTOTHE OERTIROATE HOLDER NAMeT) TO THE LEFI. on LIABILITY

CERTIFICATE: 02?/001/ OW67 -. Jul. 23, 2008 4:39PM BRICKSTREET INSURANCE NO. 2362 P. 1 PRODUCER: BrickStreet Mutual Insurance Company 400 Quarrier Streat IHSURANCC Charleston, WV $6301

CERTIFICATE HOLDER: INSURED: RAPID COMMUNICATIONS LLC WID COMMUNICATIONS LLC' 9200 W CROSS D€UYE STE 600 9200 W CROSS DRIVE STE 600 LITTLETON, COLORADO, 80123 LITIZETON, COLORADO,80123

CERTIFICATE OF INSURANCE

The pdicy of insurance listed bslow hag been issued to the insured named above for the pdicy period and coverage indicated. This ceMicicate is issued as a matter of information only and confers no rights upon the cwh'ficate holder, Thle certificate does not amend, extend or alter the covwage afforded by tha policy below. Coverage is contingent on the insured's oornpliance with poltoy conditions and premium payment If Bo p~licyis canceled before the expiration date, Brickstreet Mutual Insurance Company will endeavor to m&I a written nobce to the certificate holder wfthln 30 days of cancelatlan. Failure to mail the notice shall impose no obligation or liability of any kind upon BflCkStreet Mutual lnsuranoe Company.

POLICY NUMBER; WCl020518642 DATE CERTIFICATE tS8UED: 0712312008

POLICY EFFECTIVE DATE: 0412112008 EXPIRATION DATE W2112003

WORKER$ COMPENSATION AND EMPLOYERS LlABlLiTY

LIMITS I GOVEWIGE [ X ] WORKERS GOMPENSATION - STATUTORY LIMITS [ X 1 EMPLOYERS LIABILITY LIMITS: BODILY INJURY BY ACCIDEN'F: $ j,ooo,ooo,ao EACH ACCIDENT BODILY INJURY BY DISEASE $ 'l,000,060.00 POLICY LIMIT BODILY INJURY BY DISEASE: $2,000,000.00 EAOH EMPLOYEE

[ X 1 WV BROAD FORM EMPLOYERS LlABlLlN ENDORSEMENT * COVERAGE FOR WV GODE 23-4-2(d)(Z)(ii) [ ] FEDERAL COAL MINE HEALTH AND SAFETY ACT COVERAGE ENDORSEMENT - COVERAGE FOR WV CODE 234b-? 81 FEDERAL BLACK LUNG COVERAGE SPECIAL PRbVISlQNG IF ANY:

COLI (Ed. 4-08} Pie I I s Fargo I nsurenue Servicar Yountain Rest, inc. Dept lffs Denver CO 80231-1775 cowwr (719) 692-11?7 A Federal lnruranco to. USURSD CWANT Rapid Comeuniuations, LLC B 9200 I Crass Drive, Sulte 600 CWANY Llttleton, CO 80123 c COWANY

IS SUBJECT TO

M ENER4L LIABILIIY

ALL OWNED MOS SCXEOLhED ALlTOS

NDWWNEO AUTOS

MSCRIPTION OF OPERA~N8hDCATIONGIVEHlCtESlSPEClALITMS

forkers Cmpensation operations In Virginia

Proof of Insurance DAYSWRIWEN IO THE CWWICATE HOLDER NAMED TO THE For information Purpose Only 10 Nonm LEFT, BUT FALVRE TO MAL SUCH IIOTICS SHHALL lbWOS6 NO OBLIGATION OR LMBtLlTY 1 OF ANY KIND UPON THB COMPANY, IT6 AIIENTS OR REPRESENTATIVES. Rapid Communications LLC

Financial Report

December 31,2007

McGladrey & Pullen Certified Public Accountants

MGladrey & Pullen, LLP is an independent rnembec firm of RSM Internalmal, an affiiaMn of separate and independent kgd enlibes McGladrey & Pullen Certified Public Accountants

Independent Auditors’ Report

To the Board of Directors Rapid Communications LLC Lakewood, Cdorado

We have audited the accompanying balance sheet of Rapid Communications LLC as of December 31,2007, and the reiated statement of operations, members’ deficit and cash flows for the year then ended These Financial statements are the responsibility of the Company’s management Our responsibility IS to express an opinion on these financial statements based on our audit The financial statements of Rapid Cmrnunlcaiions LLC for the year ended December 31, 2006 were audited by other auditors whose report, dated July 9, 2007, expressed an unqualified opinion on those statements.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards reauire that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Rapid Communications LLC as of December 31, 2007, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

Denver, Colorado ,2008

McOadrey & Pullen, LLP IS an independent wmkrfirm of RSM Internaiand, an atiliation of separate and independent legal enltties 1 Rapid Communications LLC

Balance Sheets December 31,2007 and 2006

2007 2006

ASSETS

CURRENT ASSETS Cash $ 2,177,295 $ 1,870,485 Accounts and other receivables: Subscriber receivables 1,748,385 2,958,026 Other 1.221.627 1.306,810 2,970,012 4,264,836 Less allowance for doubtful accounts (105,971) (1,338,746) 2,864,041 2,926,090

Refundable acquisition deposit 151,900 Prepaid expenses 530,260 533,152 530,260 685,052

ASSETS HELD FOR SALE, net (Note 7) 28,024,112 28,608,223

Total current assets 33,595,708 34,089,850

PROPERTY AND EQUIPMENT,.at cost Land 141,698 141,698 Buildings 164,263 148,559 Leasehold improvements 114,421 91,866 Office furniture and equipment 662,019 466,549 1.258.866 Ve hicles ,I 1,021,015 Distribution systems 27,621,556 20,708,110 29,962,823 22,577,797 Less accumulated depreciation (8,983,227) (2,291,672) 20,979.596 20,386,125

OTHER ASSETS Franchise costs, net of accumulated amortization of $549,182 in 2007 7,688,542 8,776,082 Loan costs, net of accumulated amortization of $963,748 in 2007 and $561 ,I39 in 2006 793,457 1,076,459 Deposits and other 245,098 175,873 Collateral cash account 16.459 110,361 8,743,556 10,138,775

OTHER LONG-TERM ASSETS 748.304 4,697,471

I 64.067.164 $ 69.317.221

See Notes to Financial Statements.

2 Rapid Communications LLC

Balance Sheets (Continued) December 31,2007 and 2006

2007 2006

LiABlLlTiES AND MEMBERS' DEFICIT

CURRENT LIABILITIES Accounts payable and accrued liabilities $ 7,458,083 $ 9,345,929 Customer deposits 35,796 52,192 Prepaid and deferred revenue 1,408,126 1,384,777 Management fee liability 138,315 586,347 Current portion of long-term debt 575,000

Total current liabilities 9.040,320 11,944,245

LONG-TERM DEBT, net of current maturities 66,210,781 SI,152,344

OTHER LONG-TERM LIABILITIES 32.397 1,937,947

COMMITMENTS AND CONTINGENCIES (Note 8)

MEMBERS' DEFICIT (11,216,334) (5,722,315)

$ 64,067,164 $ 69.3f 2,221

See Notes to Financial Statements.

3 Rapid Communications LLC

Statements of Operations Years Ended December 31,2007 and 2006

2007 2006

Revenues: Cable services $ 37,773,674 $ 26,695,057 Installation and other charges 903,697 555,969 Late charges 574,476 299,949 Advertising and other revenue 643,784 396,200 Total revenues 39,895,631 27,947,175

Expenses: Programming costs 16,144,070 10,666,61 I Depreciation and amortization 6,243,193 4,699,870 General administrative expense 4,702,800 4,056,990 Management fees 2,670,231 2,204,954 Technician wages 2,865,631 2,483,964 Rent expense 2,377,548 1,605,369 Utilities 2,286,467 1,005,043 Vehicle expense 1,652,710 860,424 Other operating expenses 2,529,005 1,251.671 Total expenses 41,471,655 28,834,896

Operating (loss) (I,576,024) (887,721)

Other income (expense): Interest income 3,144 34,262 Interest (expense) (4,840,853) (4,178,156) (Loss) on sale of cable television system (2,576,869) (1,776,210) Other (163,736) 179.2001 Other income (expenses) (7,578,314) 15,999,304)

Loss from continuing operations (9,154,338) (6,887,025)

Income from discontinued operations 2,705,516 9,168

Net (loss)

See Notes to Financial Statements.

4 Rapid Communications LLC

Statements of Members’ Deficit Years Ended December 31,2007 and 2006

Class A Units Class B Units Accumulated Units Amount Units Amount (Deficit) Total

Balance, December 31, 2005 676,113 $ 4,423,771 200 $ - $ (5,368,919) $ (945,148) Contributions (net of offering costs $14,911) 2,100,690 2,100,690 Net (loss) (6,877,857) (6,877,857) Balance, December 31,2006 676,113 6,524,461 200 (12,246,776) (5,722,315) Contributions (net of offering costs $591) 954,803 954,803 Net (loss) (6,448,822) (6,448,822) Balance, December 31,2007 676.113 $ 7.479.264 200 $ $ (18.695.5981 $ f 11.216,

See Notes to Financial Statements.

5 Rapid Communications LLC Statements of Cash Flows Years Ended December 31,2007 and 2006 2007 2006

CASH FLOWS FROM OPERATING ACTIVITIES Net (loss) $ (6,448,822) $ (6,877,857) Adjustments to reconcile net (loss) to net cash provided by operating achvities. Depreciation 7,264,553 6,042,996 Amortization of deferred loan costs 402,610 357,663 Amortization of franchise costs 1,219,497 Bad debt expense 850,673 1,278,281 Capitalized interest on convertible debt 1,970,157 1,694,764 (Gain) loss on sales of cable television systems (2,723,354) 1,694,533 Net changes in assets and liabilities (net of acquisitions), Subscriber and other receivables (914,496) (1,450,591) Prepaid expenses and other 122,430 (387,940) Other long-ten assets 3,879,943 (4,697,471) Accounts payable and accrued liabilities (I,324,000) 1,135,802 Prepaid and deferred revenue 23,349 1,237,905 Management fee liability (448,0321 546,190 Customer deposits (11,853) 17,628 Other long-term liabilities (I,905,550) 1,868,072 Net cash provided by operating activities 1,957,105 2,459,975 CASH FLOWS FROM INVESTING ACTIVITIES Purchase price adjustment br 2006 acquisrtion (1,51 9,224) Purchase of property and equipment (I1,225,670) (7,477,513) Payment of accounts payable and accrued liabilities for prior year property and equipment additions (470,387) (2,138,412) Proceeds From sales of property and equipment, net of selling expenses 11,981,895 1,021,785 Deposits on acquisitions 518,470 200,100 Decrease (increase) in cash collateral account 93,902 (30,000) Cash paid for acquisitions of cable television systems (3,953,888) (7,746,829) Cash paid related to additional cable franchise rights (347,947) (1,233,553) Net cash (used in) investing activities (4,922,8491 (17,404,422)

CASH FLOWS FROM FINANCING ACTIVITIES Capital contributions, net of offering costs of $591 in 2007; $14,911 in 2006 954,803 2,100,690 Borrowings on long-term notes payable 10,969,215 7,000,000 Payments on long-tern notes payable (10,000,541) (675,681) Borrowings on convertible debt 1,544,606 8,184,981 Payments for loan costs (195,529) ~xi1,480) Net cash provided by financing activities 3,272,554 16,548,510

increase in cash and cash equivalents 306,810 1,404,063

CASH AND CASH EQUIVALENTS Beginning 1,870,485 466,422 Ending $ 2,177,295 $ I ,870,485 (Continued)

6 Rapid Communications LLC

Statements of Cash Flows (Continued) Years Ended December 31,2007 and 2006

2007 2006

SUPPLEMENTAL DISCLOSURE OF CASH INFORMATION Cash paid for interest $ 4,920,389 $ 4,252,490

SUPPLEMENTAL DISCLOSURE OF OTHER INVESTING AND FINANCING INFORMATION Sales of cable television systems represented by: Increase in amount due from escrow account s 314,464 $ 634.152 (increase) decrease in other long-tern liabilities 1,868,072 (1,868,072) 0 2,182,536 $ 1,233,920)

Net assets acquired for cash: Property and equipment $ 3,272,871 $ 4,919,257 CaMe franchise rights 303,957 3,705,743 Subscriber receivables 346,048 2,708,734 Prepaid expenses 168,976 140,114 Customer deposits (6,334) Accrued liabilities (131,630) (3,727,0191 $ 3.953.888 $ 7.746.829

Net assets sold for cash: Property and equipment $ 6,246,127 $ 2,281,323 Cable franchise rights 3,093,592 365,694 Subscriber receivables 105,350 82,189 Prepaid expenses 49,438 19,430 Customer deposits (10,877) (10,835) Accrued liabilities (225,089) (21,483) Gain (loss) on sale 2,723,354 (1,694,533) $ 11.981.895 $ 1021.785

Adjustment to purchase price for 2006 acquisition: Property and equipment $ 866,487 $ Cable franchise rights 652,737 s 1.519.224 !$

Increase in property and equipment represented by increase in accounts payable and accrued liabilities $ 933,074 $ 470,387

See Notes to Financial Statements.

7 Rapid Communications LLC

Notes to Financial Statements

Note 1. Organization and Summary of Significant Accounting Policies Rapid Communications LLC (the Company), a Colorado limited liability company, was Formed on August 16, 2002 for the purpose of acquiring and operating cable television systems. The Company received its initial capital on January 7, 2003 (Note 6).

The Company has acquired cable television systems from cable operators sewing portions of 25 states covering five geographic regions. The majority of the Company’s acquisitions in 2007 and 2006 occurred on January 1,2007 and April 14, 2006, respectively.

Risks and uncertainties: The Company provides cable television and internet access services to its subscribers under agreements with various franchising authorities in its marketing areas. Such franchise agreements expire at various times; however, the Company’s management anticipates renewais of such agreements under the terms of the agreements and provisions of government regulations discussed below.

The Company’s cable television operations are effected by, and are subject to, various acts passed by Congress and to various regulations of the Federal Communications Commission and franchise authorities in which the Company operates. In the opinion of the Company’s management, the Company is in substantial compliance with such regulations.

The Company’s operations are also effected by other factors including increased competition from direct broadcast satellite and muitichannel, multi-poini distribution systems.

A summary of the significant accounting policies utilized by the Company is as follows:

Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the Unit& States of America requires management to make estimates and assumptions that effect the amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant judgments and estimates include capitalization of labor costs, allowance for doubtful accounts, depreciation and amortization lives and impairment of property and equipment, franchises and goodwill. Actual results could materially differ from those estimates.

Reclassificatians: Certain reclassifications have been made to previousiy reported amounts to conform to 2007 amounts reported. Such reclassifications had no effect on the net loss for the period. proDerk and ea,uiDme& Property and equipment are stated at cost. Depreciation is computed by the straight-line method over the following estimated useful lives:

Years

Buildings 39 Leasehold improvements Shorter of estimated life of the asset or life of the lease Office furniture and equipment 3-7 Vehicles 3-5 Distribution systems 5-7

8 Rapid Communications LLC

Notes to Financial Statements

In accordance with Statement of Financial Accounting Standards (SFAS) SFAS No, 51, Financial Reporfing by Cable Te’elevision Companies, the Company capitalizes improvements which extend asset lives, including construction of transmission and distribution facilities and new cable service installations. Costs of disconnecting customers or reconnecting service to a previously installed dwelling and repair and maintenance charges are expensed as incurred.

Upon retirement or sale of property and equipment, the cost of such assets and related accumulated depreciation are removed from the accounts and the resulting gains or losses, if any, are credited to or charged against income.

Depreciation expense on property and equipment totaled $7,264,553 in 2007 and $6,042,996 in 2006. ,. (-- The Company accounts for assets held-for-saie and discontinued operations under SFAS No. 144, Accounting for fhe Impairment and Disposal of LongCived Assets. Assets are segregated as held-for-sale when management commits to a plan, the assets are available for immediate sale, a program is in place to locate a buyer, the assets are actively marketed and the disposal is probable within one year.

The results of operations of a component of an entity that has been disposed of or is classified as held for sale is recorded in discontinued operations if the operations and cash flows of the component have been (or will be) eliminated from the ongoing operations of the Company as a result of the disposal transaction and the entity will not have any significant continuing involvement in the operations of the component after the disposal transaction.

Cash a-h eauivalents: The caving amount of the Company’s cash and cash equivalents approximates their fair value. Cash equivalents consist primarily of highly liquid instruments with maturities of three months or less. At December 31, 2007 and 2006, the Company maintained cash balances with several commercial banks in excess of FDIC insurance limits.

Fair value of financial instrument$: The Company’s financial instruments consist of cash and cash equivalents and convertible subordinated debt The caving amount of cash and cash equivalents financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial s:atements. The subordinated convertible debt is carried at its fair value which approximates the notes principal plus accrued interest at December 31, 2007 and 2006 (Note 8).

and m:Franchise costs represent the Company’s estimate of fair value at the date of acquisition. Goodwill is the excess of !he acquisition costs over the fair value of the identifiable net assets acquired. SFAS No. 142, Goodwill and Ofher /niangib/e Assefs (SFAS No. 142) eliminated the amortization of goodwill and other intangible assets having indefinite lives. The Company beiieves its franchises have a finite life of 15 years and began amortizing such costs in 2007. The Company accounted for the change from an infinite life on the franchise cost to a finite life as a change in estimate and it has been accounted for prospecYwely. Goodwill costs are reviewed annually for impairment As of December 31,2007 and 2006, the Company‘s managemen! does not believe that any impairment has mcurred.

Franchise costs, representing the fair value of the costs at the date of acquisition, are amortized over a 15 year period beginning in 2007. Amortizatlon of franchise costs totaled $1,219,497 in 2007.

9 Rapid Communications LLC

Notes to F,inancialStatements

Deferred loan costs, representing the cost of acquiring financing, are deferred and amortized over the remaining term of the related financing (Note 4). Amortization of loan costs totaled $402,610 in 2007 and $357,663 in 2006.

Deferred acquisition costs represent costs incurred on pending acquisitions. Such costs are capitalized upon closing of !he acquisition or written off if the acquisition does not occur or its occurrence is considered remote.

Estimated aggregate amortization expense for intangible assets over the next five years is as follows:

2008 $ 998,544 2009 795,699 2010 576,260 201 1 576,260 2012 576,260 Thereafter 4,958,976 $ 8,481,999

Asset retirement &LI@!uE SFAS No. 143, Accounting for Assef Retirernenf Obligations, as interpreted by Financial Accounting Standards Board (FASB) Interpretation (FIN) No. 47, Accounting for Conditional Asset Retirement Obligations - an Interpretation of FASB Statement No. 143, requires that a liability be recognized for an asset retirement obligation, in the period in which it is incurred if a reasonable estimate of fair value can be made.

Certain of the Company's franchise and lease agreements contain provisions requiring it to restore facilities or remove property in the event that the franchise or lease agreement is not renewed. The Company expects to continually renew its franchise agreements; however, a remote possibility exists that such agreements could terminate unexpectedly, which could result in incurring significant expense in complying with the restoration or removal provisions under such agreements. No such liabilities have been recorded in the financial statements as the obiigaiions related to the restoration and removal provisions contained in the Company's agreements or any disposal obligations related to its properties.are not material to the financial statements or cannot be reasonably estimated.

Income taxes The Company is not a tax-paying entity. For federal and state purposes, items of income and loss are passed through to the Company's members who are responsible for reporting their respective shares on their tax returns,

Revenue recoanition: Revenue is recognized during the month that services are provided to the Company's system subscribers. Revenue received in advance is deferred until the month services are provided. Payments received from programmers for launch support are deferred and amortized to programming costs over the terms of the related agreements .

Installation revenue is recognized as revenue to the extent such revenue is less than related direct selling costs. In the event such revenues would exceed direct selling costs, the excess would be deferred and recognized as revenue over the anticipated life of the connections.

Advertising revenue is recognized at estimated realizable values when the advertising is aired.

Revenue from reconnect fees are recognized at the time services are provided to customers.

10 Rapid Communications LLC

Notes to Financial Statements

Subscriber receivables and wforulaccaunts: Subscriber receivables consist of uncollateralized customer obligations due under normal trade terms. The Company charges late fees ranging from $2.50 to $5.00 per month on all past due accounts up to the date of account termination. Payments on subscriber receivables are applied to the earliest unpaid invoices. The Company generally disconnects customers after their account balance is more than 45 days delinquent and writes off the customer's balance. Other receivables are generally written off when the Company considers such receivables as noncollectable. Any subsequent collections are credited to bad debt expense. In the opinion of the Company's management, the allowance for doubtful accounts at December 31, 2007 and 2006 is considered adequate to cover any potential uncollectible accounts receivable balances.

Advertisino costs: Advertising costs are expensed as incurred. Advertising expense totaled $320,369 and $25,997 during 2007 and 2006, respectively.

Concentrations of credit risk: The Company's financial instruments that are expased to concentrations of credit risk consist of cash and deposit accounts. The Company invests its cash in banks with high credit ratings; however, certain account balances have been maintained at levels in excess of federally insured limits. The Companvs deposits at December 31, 2007 and 2006 were with various vendors. The Company's management believes that concentrations of credit risk are limited.

Recenmaccou ntina pronouncemen& In June 2006, the Financial Accounting Standards Board (FASB) issued Interpretation No. 48 (FIN 48),Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109. This Interpretation clarifies the accounting and financial statement reporting for uncertainty in income taxes recognized by prescribing a recognition threshold and measurement attribute for a tax position taken or expected to be taken in a tax return. The interpretation was originally effective for fiscal years beginning after December 15, 2006; however, on February 1, 2008, FASB issued Staff Positjon No. FIN 48-2, which deferred the effective date to annual financial statements for fiscal years beginning after December 15, 2007 for nonpublic companies. The Company has not yet completed its analysis of the effects of this.lnterpretation and has not determined if the adoption will have a material impact on its financial statements.

In September 2006, the FASB issued SFAS .No. 157, Fair Value Measurements. This Statement defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. It clarifies that fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the reporting entity transacts. This Statement does not require any new fair value measurements, but rather, it provides enhanced guidance to other pronouncements that require or permit assets or liabilities to be measured at fair value. This Statement is effective for fiscal years beginning after November 15, 2007. The Company is currently evaluating the impact that the adoption of this Statement will have on its financial position, results of operation and cash flows.

In February 2007, the FASB issued FASB Statement No. 159, The Fair Value Option for Financial Assets and Financial LiabiMes - including an amendmenf of FASB Statement No. 115, hich provides all entities, including not- for-profit organizations, with an option to report selected financial assets and liabilities at fair value. The objective of the Statement is to improve financial reporling by providing eniities with the opportunity to mitigate volatility in earnings caused by measuring related assets and liabilities differently without having to apply the complex provisions of hedge accounting. Certain specified items are eligible for the irrevocable fair value measurement option as established by Statement No. 159. Statement No. 159 is effective as of the beginning of an entity's first fiscal year beginning after November 15, 2007. The Company is currently evaluating the impact that the adoption of this statement will have on its financial position, results of operation and cash flows.

11 Rapid Communications LLC

Notes to Financial Statements

Note 2. Acquisitions 2007 Acauisitions

During 2007, the Company acquired certain cable television systems. These acquisitions were determined to be acquisitions of net assets and not business combinations under SFAS 141 as the net assets acquired did not constitute a business under the standard. Accordingly, the Company allocated consideration paid using an allocated fair value methodology. Consideration was allocated to acquired tangible assets and franchise intangible assets based upon their relative fair value as determined by the discounted cash flows of the intangible assets and the fair vaiue of the tangible assets acquired.

Total consideration

Property and equipment $ 3,272,871 Cable franchise rights 303,957 Net assets 377,560 Net assets acquired $ 3.953.888

2006 Acauisitions

In March 2506, the Company executed an asset purchase agreement with Cebridge Connections, lnc. The Company paid $7,746,829 for ceirain assets and agreed to assume cenain related liabilities.

The cable systems acquired in the acquisition were accounted for in accordance with SFAS No. 141, Business Combinations.

The following represents the purchase price allocation to assets acquired and liabilities assumed:

Property and equipment $ 4,919,257 Cable franchise rights 3,705,743 Total liabilities Net assets acquired

Pursuant to the asset purchase agreement, certain assets and liabilities included in the transaction are currently subject to a reconcilidion between the two parties. in March 2008, a settlement of $748,304 was received from Cebridge as final payment on all amounts owed to the Company (Note 9).

12 Rapid Communications LLC

Notes to Financial Statements

During 2007, the Company finalized its estimate of the purchase price for the acquisition of net assets from Cebndge Connections, lnc. Accordingly, the Company recorded adjustments to its acquired property and equipment and cable franchise rights as follows:

Net assets as originally reported Purchase pnce adjustment allocated to: Property and equipment 866,487 Cable franchise rights 652,737 Net assets as adjusted $ 9,266,053

Note 3. Divestitures The Company divests certain cable television systems that do not meet the Company's business objectives. During 2007 and 2006 the Company divestitures are summarized as follows:

2007 2006

Cash consideration received $ 12,403,772 $ 1,273,908 Net book value of property and equipment (6,246,127) (2,281,323) Net book value of cable franchise rights (3,093,592) (365,694) Gain (loss)before selling expenses 3,064,053 (1,433,109) Selling expenses (340.6H) (261,424) Gain (loss) recorded - Note 4. Borrowing Arrangements The Company's borrowing arrangements at December 31,2007 and 2006 consisted of the following: 2007 2006

Term note payable for $35,000,000 to HBK Investments L.P. (HBK) dated July 15,2005 and term note payable for $5,000,000 to HBK dated April 14, 2006 (collectively $40,000,000); due on July 15, 2009; interest, at the option of the Company, at LIBOR plus a margin varying from 5.5% to. 11.O% depending on the Company's Leverage Ratio as defined or prime plus 8.5% (15.82% and 12 37% at December 31, 2007 and 2006, respectively) due monthiy, collateralized by substantially all assets of the Company and the pledge of the members' interests in the Company.

Revolving note payable for $10,750,000 to HBK dated July 15, 2005; due on July 15, 2009; interest and collateral as described above under the term note. 9,727,890 2,699,194

13 Rapid Communications LLC

Convertible subordinated debt to entities or persons related with the Company’s members; due May 44, 2013; interest at approximately 7.7% payable quarterly unless prohibited by the terms of the subordination agreement in which case such interest is compounded annually on December 32, Interest compounded on December 31, 2007 and 2006 totaled $1,970,157 and $1,694,764, respectively. The notes are convertible in whole or in part at the option of the majority of the note holders. The principal, plus all accrued interest, is convertible into Class C units equal to the product of the amount of principal and interest being converted by such lender, divided by the aggregate conversion amount of all notes outstanding, multiplied by a conversion multiplier to initially be 800, subject to adjustment based on certain provisions in the note agreement. The convertible subordinated debt is carried at fair value based upon a put option contained in the agreement (Note 8). 29,060,166 25,515,403 66,210,781 61,727,344 Less current portion (575,000) $ 66.210.781 % 6 1.153 344

The HEK debt contains numerous financial covenants with which the Company must comply, inciuding restrictions on the Company’s distributions to members and restrictions on the amount of management fees which can be paid (Note 5). The covenants also require that the Company meet certain EBIDTA requirements based on monthly financial information As of December 31, 2007 the Company was in compliance with the EBIDTA requirements as defined by its loan agreement with HBK.

Minimum payments on notes payable during each of the years subsequent to December 31,2007 are as follows:

HBK Convertible Notes Debt

2008 $ -$ 2009 37,150,615 2010 201I Thereafter 29,060,166 $ 37.150.615 $ 29.060.166

14 Rapid Communications LLC

Notes to Financial Statements

Interest expense on the above notes totaled $6,890,546in 2007 and $5,947,253 in 2006. Such amounts include interest to entities or individuals affiliated with members of the Company as follows:

2007 2006

Entities or individuals affiiiated with members of the Company f 1,970,157 $ 1,694.764

Note 5. Related Party Transactions The Company had entered into an operating agreement on January 7, 2003 with Rapid Communications Management, LLC (RCMLLC) (the Companfs sole Class B member) which provides, among other things, that RCMLLC will be paid a management fee of 5% of the Company’s revenues as compensation for managing the operations of the Company’s cable television systems. That agreement was amended and restated effective April 15,2006. The amended and restated agreement continued the management fee of 5% of the Company’s revenues, provided that the Company meets its monthly operational targets. In the case that the Company fell short of such targets, the management fee would be limited to only those actual costs incurred by RCMLLC on the Compan)’s behalf, The Company’s loan agreement with HBK (Note 4) restricts payment of such costs to an amount not to exceed 5% of the Company’s revenue. There was no excess of costs over 5% of revenue in 2007 or 2006. Remaining unpaid amounts are reflected in the accompanying balance sheet as a management fee liability In addition, RCMLLC has billed the Company for certain direct acquisition and other related costs

During the period ended December 31, 2007, TS Communications, lnc. (TSC), the managing member of RCMLLC and also an indirect holder of Class A units in the Comoany, has billed the Company for costs it paid on behalf of the Company.

Billings during 2007 and 2006 are as foliows:

2007 2006 RCMLLC TSC RCMLLC TSC

Amounts in accounts payable and deferred management fee iiabiiity, beginning of year $ 586,385 $ $ 40,157 $ Management fee expense 2,670,231 2,204,954 Property and equipment 6,035 Other accounts (84,301) 86,300 3,172,315 2,331,411 6,035 Cash payments (3,034,000) (1,745,026) (6,035)

Amount in accounts payable and deferred management fee liability, end of year 33,385

15 Rapid Communications LLC

Notes to Financial Statements

Another indirect holder of Class A units is an attorney employed by the Company's legal counsel. This activity with the Companys legal counsel is summarized as follows:

2007 2006

Amount in accounts payable, beginning of year 0 49,572 $ 27,143 Acquisition related costs 199,360 385,746 Legal expenses 15.843 138,499 264,775 551,388 Cash payments (249,640) (501,816)

Amount in accounts payable, end of year $ 15,135 $ 49,572

In addition to the above, the Company has hired, as a consultant, the spouse of a Vice President of RCMLLC Billings in 2007 and 2006 from this individual for system mapping were $12,588 and $25,542, respectively. Of these amounts, $11,258 and $23,695 were paid in 2007 and 2006, respectively, leaving $1,330 and $1,847 in accounts payable at December 31, 2007 and 2006, respectively.

See Note 4 for a discussion of borrowing arrangements with related parties.

Note 6. Company Organization and May 14,2003 Reorganization As discussed in Note I,the Company was organized on August 16, 2002 and its sole member was Rapid Communications Management, LLC. Effective January 7,2003, the Company entered into an amended and restated operating agreement admitting nine new members and receiving capital contributions totaling $1,803,751.

Effective May 14, 2003, the Company and its members reorganized and entered into an Amended and Restated Operating Agreement and simultaneously entered into an Investment and Loan Agreement. Under the terms of these agreements, the original members transferred their member interests into related entities which, along with two new entities, became the four existing Class A members of the Company.

The above agreements provided commitments for total capital and equity as follows:

Capital by members $ 6,156,250 Convertible debt by parlies affiliated with members 18,468,750 $ 24.625.000

The Company, with the agreement of the majority of Class A members, could issue cash calls for additional funds through May 14, 2006 at which time the remaining commitment was cancelled. Cash calls issued had been, on occasion, subsequently amended. Any shortage of amounts collected were reflected in the financial staiements as other receivabis or excess amounts collected were reflected as accounts payable.

16 Rapid Communications LLC

Notes to Financial Statements

As of December 31,2007the following amounts have been applied to the above commitments:

Capital by members $ 7,596,544 Convertible debt by parties affiliated with members 23,307,415 $ 30.903.759

As of December 31, 2007 there were 6761 13 Class A units outstanding held by various Class A Members and 200 Class B units outstanding held by one Class B Member. There were no Class C Units outstanding.

Distributions are made from time to time at the discretion of the Manager. Distribubons prior to liquidation shall be made to each class A Member equal to the Members capital contribution plus a priority return, second to Class C Members in the same fashion and then to Class B Members.

Mote 7. Discontinued Operations In December 2007, the Company began actively marketing for the sale of substantially all assets related to cable systems in the states of West Virginia, Virginia, Ohio, Kentucky, North Carolina and Tennessee (collectively, the ’Appaiachian Region”). The Company entered into a plan to sell these assets in connection with a strategic plan that will allow the Company to focus on those geographical areas that have greater growth potential, To date, the assets have not been sold therefore no gain or loss has been recognized in the statement of operations. Assets in the Appalachian Region have been classified as held-iorsale in the balance sheet in accordance with SFAS No. 144, Accounting for the impairment or Disposai of Long-Lived Assets, as of December 31, 2007 and are summarized below:

2007 2006 Property and equipment, net $ 16,345,289 $ 15,008,562 Franchise costs, net 9,384,410 11,305,248 Goodwill 2,294,413 2.294 473 s 28,024,112 $ 28,6oa,m

The operating results of the Appalachian Region are reported as discontinued operations for the years ended December 3.1, 2007 and 2006 and are presented in accordance with SFAS No. 144. Revenues included in discontinued operations were $15,657,699 and $?7,495,263for 2007 and 2006, respectively. Total income reiated to these systems was $2,705,516 and $9,168 for 2007 and 2006, respectively. The Company has elected to allocate interest expense to discontinued operations based on the percentage of subscribers in the region as compared to total subscribers, Interest expense allocated to discontinued operations was $2,049,693 and $1,769,097 for 2007 and 2506, respectively, which represents debt of approximately $19,863,234 and $18,518,200 for December 31, 2007 and 2006, respectively.

17 Rapid Communications LLC

Notes to Financial Statements

Note 8. Commitments and Contingencies Ooeratina Leases

The Company has assumed or entered into pole rental agreements and rental agreements at various locations where the Company’s offices, headquarters and equipment are located. Generally, pate rental agreements are cancelable on short notice and, as such, are not considered noncancelable operating leases, Future noncancelable operating lease payments are as follows:

Years Ended December 31: 2008 $ 255,231 2009 186,332 2010 128,955 202 1 79,366 201 2 48,278 Thereafter 200,136 iLduL

Rental expense totaled $673,402 and $383,072 for the years ended December 31, 2007 and 2006, respectively

During the period ending December 31, 2006, the Company performed a review of regulatory status of its technical facilities and determined four of its cable relay station licenses were expired and were being operated without proper authority In February 2007, the Company filed with the FCC requesting temporary licenses to operate the four stations in which licenses had expired. On March 8, 2007, the FCC granted licenses to the four stations without monetary penalty on administrative sanctions.

In October 2006, the Company filed annual Equal Employment Opportunity (EEO) reports required by the FCC, several of which reflected deficiencies in EEO performance for the period starting through September 30, 2006. The FCC is currently reviewing these repits. Based on deficiencies the FCC could assess monetary penalties against the Company.

Subordinated Debt Aareenwl

The Company’s convertible subordinated debt agreement with its members (Notes 4 and 5) contains a put option. The put option in the agreement grants the lenders the right to put the notes back to the Company at any time on or after May 14, 2013, the consummation of an initial public offering or a substantial sale of all the Company’s assets or a merger as defined in the agreement. The put price is defined as the greater of the principal and accrued interest on the notes or the gross amount that would have been received in accordance with the Company’s LLC agreement on account of the Class C Units into which the notes could be converted upon a hypothetical liquidation of the Company based upon a net equity value that would be determined by an independent appraisal of the Company as defined in the agreement. Accordingly, the Company carries the notes at fair value representing the greater of the principal and interest or the value of the hypothetical Series C Units on an as-if converted basis. At December 31, 2007 and 2006, the principal and interest on the notes was in excess of the value hypothetical Series C Units and that value is reflected in the accompanying financial statements.

18 Rapid Communications LLC

Notes to Financiat Statements

lovee Benefit Plarl

The Company maintains a defined contribution pian, the Rapid Communications 401(k) Plan (the Pian). The Company may contribute an amount equal to 50% of a participant's contributions of up to 4% of the participating employee's eligible wages. Contributions to the Plan for 2007 and 2006 were $51,994 and $21,375, respectively.

Note 9. Subsequent Events In February 2008, the Company sold approximately 520 subscribers from the Company's Central region to an unrelated independent cable operator.

In March 2008, the Company sold approximately 623 subscribers from the Company's Western region to an unrelated independent cable operator.

In March 2008, the Company reached a final settlement agreement with Cebridge Connections, Inc. reiated to the March 2006 acquisition (Note 2). Payment was received in the amount of $748,304 for the settlement.

19 Schedule 5.14 to Asset Purchase Agreement dated August 6,2008 among Shentel Cable Company and Rapid Communications LLC and Rapid Acquisition Co., LLC.

Shared Contracts

1. *Transport Services Agreements between Rapid and EchoStar for receipt of off-air network broadcast stations. 2. "Retransmission Consent Agreement dated January 1, 2006 with Sinclair Television Group, Inc. (to the extent necessary to obtain the partial assignment of the Agreement with respect to stations WCHS (serving the Systems of Clay and West Union, WV). and WVAH (serving the Systems of Boone County and Clay, wv)?. 3. *AT&T Master Agreement dated May 26,2006 with AT&T Cop. (to the extent necessary to obtain the partial assignment of the Agreement with respect to the Systems of Pennsboro, Petersburg and Franklin, wv. 4. *Will Carry Agreement with Hearst-Argyle Television, Inc. (to the extent necessary to obtam the partial assignment of the Agreement with respect to station WTAE (serving the Systems of Belington, Broad Run, West Union and Weston, WV)). 5. *Retransmission Consent Agreement dated January 1, 2007 with Sinclaix Television Group, Inc. (to the extent necessary to obtain the partial assignment of the Agreement with respect to stations WCHS (serving the Systems of Ansted, Broad Run, Craigsville, Dingess, Drennen, Gassaway, Gilboa. Glenville, Grantsville, Harrisviile, Harts, Page, Scarbro, Richwood, Summersville, Webster Springs and Weston, WV), and WVAH (serving the Systems of Ansted, Broad Run, Craigsville, Dingess. Drennen, Gassaway, Gilboa, Glenville, Grantsville, Hamsville, Harts, Page, Scarbro, Pennsboro. Richwood. Summersville, Webster Springs and Weston, WV)). 6. *Retransmission Consent Agreement with Gray Television, Inc. (WSAZ). 7. *Signal Retransmission Consent Agreement with Davis Television Clarksburg, LLC (WVFX). 8. *Retransmission Consent Agreement with Gray Television Group, Inc. (WYMT). 9. *Letter Agreement with WBOY-TV, LLC (WBOY). 10. *Cable Television Retransmission Agreement with Withers Broadcasting Company of West Virginia dba WDTV. 1 1. *Letter Agreement dated June 22. 2006 with West Virgitlla Media Holdings, LLC (WBOY, WOWK, WVNS and WE). 12. 'Letters dated September 29,2005 with Gray Television Group, Inc. (WTAP). 13. *Retransmission Consent Agreement with Gray Television Group, Inc. (WYMT-TV). 14. *Pole Attachment License Agreement with Appalachian Power Company (AEP) (Summersville and Gilboa, WV). 15. *Pole Attachment Agreement with Citizens Telecommunications Company of West Virginia (Marlinton, Petersburg, and Summersville, WV). 16. *Pole Attachment License Agreement with Monongahela Power Company (Franklin, Petersburg, Summersville, Weston and West Union, WV). 17. * Internet Provider Agreement dated July 3,2003 between Rapid and ParaSun Technologies, Inc. (to the extent necessary to obtain the partial assignment of the Agreement with respect to the Systems of Covington. VA, Franklin, Pennsboro. Petersburg, Summersville and Weston, WV). 18. *Headend In The Sky Programming Transport Agreement effective December 1,2002 with Headend In The Sky Inc. (to the extent necessary to obtam the partial assignment of the Agreement with respect to the Systems of Covington, VA, Belington. Franklin, Gilboa, Grantsville, Marlinton. Pennsboro, Petersburg, Summersville and Weston, WV).

40735-0045/LEGALI4446273.7 54 19. *TV Guide License and Distribution Agreement dated September 1, 2003 with TV Guide Networks, Inc. (to the extent necessary to obtain the partial assignment of the Agreement with respect to Covington, VA, Belington, Franklin, Gilboa, Grantsville. Marlinton, Pennsboro, Petersburg, Summersville and Weston, W). 20. * NAS-RAC Addressable Set-Top Services Agreement dated September 1,2006 with General Instrument Authorization Services, Inc. (to the extent necessary to obtain the partial assignment of the Agreement with respect to Weston and Summersville, WV). 21. * Addressable Set-Top Services Agreement dated November 23, 2004 with General Instrument Authorization Services, Inc. (to the extent necessary to obtain the partial assignment of the Agreement with respect to Covington, VA, Belington, Gilboa, Grantsville and Marlinton, WV.)

407354045’LEGAL14446273.7 55 Schedule 10.1 (d) to Asset Purchase Agreement dated August 6,2008 among Shentel Cable Company and Rapid Communications LLC and Rapid Acquisition Co., LLC.

Indemnification bv Rauid

Any Liability, forfeiture, fine, sanction, penalty, damages, contribution or other obligation imposed by the Federal Communications Commission or any other Governmental Authority with respect to the failure of (I) any of the Systems, prior to Closing (or any such Liability to the extent related both to the period prior to Closing and any period after Closing) , to comply with the Emergency Alert System standards issued pursuant to Title 47, Part 11, Subparts A-E of the Code of Federal Regulations, as may be amended or modified from time to time or (2) Rapid to obtain a community unit identification number for Pleasants County, West Virginia.

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