The City of Geneva, Illinois

Broadband Network Initiative

United Telesystems, Inc. 1 Greatcoat Lane Savannah, Georgia 31411 912 598-7223

September 20, 2002

RESTRICTIONS ON DISCLOSURE OF DATA

The data furnished in this document shall not be disclosed outside the organization or government to which it is submitted and shall not be duplicated, used, or disclosed in whole or in part, for any purpose other than to evaluate the document and to implement the plan that it sets forth. This restriction does not limit any right to use information contained in this document if it is obtained from another source. United Telesystems, Inc.

THE CITY OF GENEVA, ILLINOIS BROADBAND NETWORK INTITIATIVE TABLE OF CONTENTS SEPTEMBER 20, 2002

1 TAB - Executive Summary of Business Plan

2 TAB - Broadband Services Industry Overview

3 TAB - Partnering Opportunity

4 TAB - Qualifying Statements and Plan of Financing

5 TAB - Municipal Administrative and Utility Applications

6 TAB - Broadband System Development & Marketing Plan

7 TAB - Proposed Video, Data and Telephone Services

8 TAB - Geneva Only Financial Projections Years 1 - 10

9 TAB - Geneva Only Financial Projections Months 1 - 12

10 TAB - Geneva Only Financial Projections Months 13 - 24

11 TAB - Tri-Cities Combined Financial Projections Years 1 - 10

12 TAB - Tri-Cities Combined Financial Projections Months 1 - 12

13 TAB - Tri-Cities Combined Financial Projections Months 13 - 24

14 TAB - Broadband Network Equipment Costs Detail

15 TAB - Video Service Provider Overview

16 TAB - Incumbent Telecommunications Provider Overview

17 TAB - Illinois Competitive Local Exchange Carrier Overview

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THE CITY OF GENEVA, ILLINOIS BROADBAND NETWORK INTITIATIVE TABLE OF CONTENTS SEPTEMBER 20, 2002 (Continued)

18 TAB - Service Area Franchise Agreements

19 TAB - Federal and State Legal Review

20 TAB - Broadband Terms Glossary

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THE CITY OF GENEVA, ILLINOIS BUSINESS PLAN FOR THE PROVISIONING OF BROADBAND SERVICES SEPTEMBER 20, 2002

EXECUTIVE SUMMARY

A. The Role of Municipalities and the Broadband Initiative

1. Improve and Maintain Local Infrastructure - In the past, one of the fundamental missions of municipal entities such as the City of Geneva, Illinois (the “City”) and the City of Geneva has been to improve and maintain local infrastructure to facilitate the provisioning of utility services in order to promote the quality of life for local citizens in and around the City of Geneva (the “Geneva Service Area”). While the passage of years can sometimes cause many daily conveniences to be taken for granted, municipal officials have often determined that the capitalization and deployment or construction of infrastructure was in the best interest of the community and its citizens. In addition to the capitalization of utility infrastructures, municipal officials have previously elected to construct and maintain such infrastructure as roads, bridges, sidewalks, and more recently, fiber optic based broadband telecommunications systems. In each case, decisions to provide these various components of local infrastructure have been generally based upon the desire to serve a public need and/or demand.

2. The Broadband Business Plan - UTI has provided this independent Broadband Business Plan to assist the City in the process of converting the advent of technological advancements and regulatory freedoms into financially sound decisions and policies designed to enhance the local infrastructure and to enhance the quality of life for the citizens of Geneva. To enable the City to accomplish its objectives while protecting its core services, UTI has provided the information necessary to support the deployment of a technically advanced fiber optic based broadband network (the “Broadband Network”) that is cost effective and capable of satisfying market demand.

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This Broadband Business Plan incorporates information associated with facility-based service provisioning opportunities. The primary objective of the Broadband Business Plan is to provide the City with information to allow decisions to be made associated with pursuing existing and potential broadband services opportunities through a defined course of action and implementation plan.

The deregulation of the telecommunications industry presents new challenges and opportunities as municipal entities like the City seek to define and achieve strategic objectives in evolving competitive markets. This Broadband Business Plan represents the first step in the progressive efforts undertaken by the City to enhance the local infrastructure in the Geneva Service Area to allow for the provisioning of advanced video, data, and telecommunications service offerings to residential and commercial consumers.

B. The Municipal Broadband Services Opportunity

1. The Commercial Broadband Services Opportunity - The City has the opportunity to achieve the long-term objectives of enhancing the local infrastructure, keeping service fees reinvested locally, revenue diversification, and improving the quality of life for local residents in the Geneva Service Area through developing a commercial broadband service offering for residential and commercial customers. To allow these services to be provided, the City may elect to construct a state-of-the-art fiber optic based Broadband Network with a capable of delivering advanced video, telephone, Internet, and data services to residents of the Geneva Service Area.

2. Industrial Growth Opportunity - As another primary justification for deploying a broadband infrastructure, the City must seek to promote commerce and local industrial growth through providing existing local businesses and businesses seeking to expand or locate in the Geneva Service Area with access to an enhanced fiber optic based broadband infrastructure.

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3. Internal Operations and Utility Enhancement Opportunity - While providing advanced video, data, and telecommunications services to consumers, the City will also improve the cost effectiveness, efficiency, and productivity of existing municipal operations through supporting internal needs such as those associated with the operation of existing utilities.

4. The Educational Opportunity - Another of the City’ initial justifications for deploying a broadband infrastructure should be founded upon the need to develop and promote new local educational opportunities through the enhancement of communications capabilities between educational facilities in the Geneva Service area and between those facilities and available global educational resources.

C. Broadband Services - The Broadband Business Plan prepared by United Telesystems Inc. (“UTI”) for the City anticipates that the City will capitalize, construct, and operate a 113 mile all optical fiber-to- the-home/fiber-to-the-business (“FTTH/FTTB”) Broadband Network as follows over a period of twenty-four (24) months and will provide the following services in and around Geneva, Illinois (the “Geneva Service Area”):

Broadband Video Services (Cable Television) High Speed Broadband Internet Access Competitive Local Exchange Carrier Telephone Service Long Distance Telephone Service Local & Wide Area Telecommunications Networking Fiber Optic Transport Utility Management

D. Broadband Network Architecture – In this the City Broadband Business Plan, UTI has incorporated a FTTH/FTTB Broadband Network architecture option. The FTTH/FTTB architecture refers to an all-optic network with fiber optic cable deployed from the headend/central office facility directly to the residential and commercial customer premise. The FTTH/FTTB architecture utilizes an all fiber design from the headend/central office to the customer premise. The increased capital cost of developing a FTTH/FTTB network over a deep fiber-coaxial FTTC/FTTB network may be offset

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by the operating and service benefits derived from the architecture through improved signal quality, capacity, reliability, scalability, interactivity, flexibility, potentially lower operating costs, and the extended operational life of the infrastructure. The FTTH/FTTB approach eliminates the need for active electronics and network power supplies. Should the City adopt a FTTH/FTTB architecture, it will be necessary to acknowledge a certain element of vendor and technology related risks associated with the decision as there have been a limited number of FTTH/FTTB systems developed, most of which have been developed in relatively small service, and the vendors supporting most of these projects are new entrants to the market place. The following diagram sets forth the proposed FTTH/FTTB architecture:

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E. Project Services Summary - The financial projections in the City Broadband Business Plan anticipates that the City will provide the aforementioned services to customers over a period of twenty-four (24) months and includes the following residential and commercial customer assumptions:

Batavia Service Type Distribution Residential Category Type Video Telecom Data

H omes Passed 8,247 8,247 8 ,247 Projected Residential Subscribers 2,804 666 1 ,088 Service Penetration 34% 8% 13% Video, Telecom and Data Subscribers 152 152 1 52 Video and Data Subscribers 325 - 3 25 Video and Telecom Subscribers 290 290 - Telecom and Data Subscribers - 24 2 4 Video Subscribers - Analog Only Customer 530 - - Video Subscribers - Analog & Digital Video Only Customer 1,507 - - T eleco m O nly C u sto m er - 200 - Data Only Customer - - 587

Subscriber M ix Derived Assumptions Analog Video Only (Percent to Total Video) 18.90% T o tal Installed V id eo , D ata & T eleco m S u bscribers 3 ,6 1 5 Installed S u bscribers to P o tential S u bscribers P assed 4 3 .8 3 % CPE to Video Subscribers 128.92%

Commerical Category Type Video Telecom Data

Commercial Units Passed 1,994 1,994 1 ,994 Projected Commercial Subscribers 20 241 3 49 Service Penetration 1% 12% 18% Video, Telecom and Data Subscribers 2 10 1 0 Video and Data Subscribers 6 - 2 5 Video and Telecom Subscribers 2 11 - Telecom and Data Subscribers - 50 5 0 Video Subscribers - Analog Only Customer 6 - - Video Subscribers - Analog & Digital Video Only Customer 4 - - T eleco m O nly C u sto m er - 170 - Data Only Customer - - 264

Subscriber M ix Derived Assumptions T o tal Installed V id eo , D ata & T eleco m S u bscribers 504 Installed S u bscribers to P o tential S u bscribers P assed 2 5 .2 8 %

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Notes to Customer Assumptions:

1. Potential Residential and Commercial Customers Passed: This information was derived from existing the City customer information, an on-site assessment of the proposed service area, and a review of information available about incumbent service providers.

2. Video, Data, and Voice Service Penetrations: Knology, Inc. currently stands as the only significant private entity in the Southeastern US that operates competitive broadband systems similar to the project as set forth in this Broadband Business Plan. On March 31, 2002, in its 10-Q filing with the Securities and Exchange Commission, Knology, Inc. reported customer information as follows:

Knology, Inc. As of March 31, 2002

MARKETABLE HOMES PASSED 425,197

CONNECTIONS Video 122,823 29% On Net Voice 66,014 16% On Net Data 37,829 9%

RCN Corporation (Nasdaq: RCNC) is the nation's first and largest single-source facilities-based competitive provider of bundled local and long distance phone, cable television and high-speed Internet services. RCN is currently delivering broadband services or designing and building its network on the East and West coasts as well as Chicago. RCN currently offers service in selected geographical areas of Massachusetts, New York, New Jersey, Pennsylvania, Maryland, Virginia, California, and Illinois. In its March 31, 2002, 10-Q filing with the Securities and Exchange Commission, RCN reported customer information as follows:

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RCN As of March 31, 2002

MARKETABLE HOMES PASSED 1,199,829

CONNECTIONS Video 459,702 38% On Net Voice 208,860 17% On Net Data 117,839 10%

In addition to Knology, Inc., several UTI municipal clients have launched competitive broadband systems in the Southeastern US since 1996. To date, broadband networks developed by UTI municipal clients have achieved higher service penetration levels than UTI private clients and other entities providing similar competitive services. UTI feels that this can be primarily attributed to market presence of the municipal service providers and the impact of the perception of community ownership of the broadband networks among potential customers. The following sets forth information available on two UTI municipal clients that have launched competitive broadband systems in the Southeastern US. The City of Acworth broadband network was launched in February of 2001 and the Scottsboro Electric Power Board broadband network was launched in December of 1998.

City of Acworth, Georgia As of July 10, 2002

MARKETABLE HOMES PASSED 6,036

CONNECTIONS Video 2,563 42.5% On Net Voice 0 0.0% On Net Data 542 9.0%

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Scottsboro Electric Power Board As of July 31, 2002

MARKETABLE HOMES PASSED 6,172

CONNECTIONS Video 4,145 68.7% On Net Voice 0 0.0% On Net Data 1,682 27.9%

F. Capital Budget and Project Summary - Following, are major capital categories and a project summary from the City Broadband Business Plan financial projections:

1. The following capital budget summary reflects a FTTH/FTTB Broadband Network architecture. The assumptions in the projections have been derived from pricing and purchase orders for equipment and services for similar projects.

City of Geneva Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Capital Expenditures

Year 1 Year 2 Total

Project Consulting $150,000 $15,000 $165,000 Plant, Make Ready & Design $5,819,718 $63,603 $5,883,320 Headend, Telephone Switch & Test Equipment $4,647,842 $104,975 $4,752,817 Installs & Customer Premise Equipment $5,633,765 $114,132 $5,747,897 Contingency & Special Project Fund $849,628 $17,293 $866,922 Office & Billing $155,000 $16,500 $171,500 Sales $183,745 $31,660 $215,405 Vehicles $402,500 $0 $402,500 Total $17,842,198 $363,163 $18,205,361 Total Capital Expenditures $17,842,198 $363,163 $18,205,361 Total Capital Expenditures to Date $17,842,198 $18,205,361

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City of Geneva 2. Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Project Summary

Service Area Summary Percentage Aerial Plant Miles: 53 47.1% Underground Plant Miles: 60 52.9% Total Plant Miles: 1 13 Total Potential Residential Customers Passed: 8, 052 80.5% Total Potential Commercial Customers Passed: 1 ,947 19.5% Total Potential Customers Passed: 9 ,999 Total Potential Customers Per Plant Mile: 8 8.30

Projected Customers Video Services - Residential 2 ,738 34.0% High Speed Data - Residential 1 ,062 13.2% Telepone Service - Resdidential 604 7.5% Video Services - FCC Equivalent Commercial Units 2 0 1.0% High Speed Data - Commercial 341 17.5% Telephone Service - Commercial 2 19 11.3% Total Customer Service Units: 4, 983

Total Project Capital Budget: $18,205,728 Total Project Capital Per Plant Mile: $160,774 Total Project Capital Per Customer Service Unit: $3,654 Total Project Capital Per Potential Customer Passed: $1,821

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Following, is a chart that breaks down the percentage of capital allocations attributable to the Broadband Network in the City Broadband Business Plan financial projections by category of capital expenditure in the financial projections:

Broadband Network Capital Allocations

Vehicles Office & Billing 2.22% 1.01% Sales Project Consulting 1.19% 0.96% Contingency & Special Project Fund Plant, Make Ready & Design 4.76% 32.11%

Installs & Customer Premise Equipment 31.54%

Headend, Telephone Switch & Test Equipment 26.20%

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G. Proposed Analog Video Services: Following, are the proposed analog video services to be provided by the City in the Broadband Business Plan. The analog video services proposed by UTI are based upon an assessment of analog video services currently available to potential customers in Geneva Service Area along with experience with similar projects in other markets.

Geneva Fiber Network Geneva, Illinois Analog Channel Lineup

Channel Service Channel Service 2 WBBM (2) CBS Chicago 43 ABC Family Channel 3 WFLD (32) FOX Chicago 44 Lifetime 4 The Weather Channel 45 Women's Entertainment 5 WMAQ (5) NBC Chicago 46 Oxygen 6 WCIU (26) IND Chicago 47 HGTV 7 WLS (7) ABC Chicago 48 The Learning Channel 8 WPWR (50) UPN Chicago 49 DIY Network 9 WGN (9) WB Chicago 50 ESPN 10 Local Community Channel 51 ESPN 2 11 WTTW (11) PBS Chicago 52 ESPN Classic Sports 12 WCPX (38) PAX Chicago 53 The Golf Channel 13 WJYS (62) Christian Chicago 54 Outdoor Life Channel 14 HBO 55 Speed Channel 15 HBO 2 56 Fox Sports Midwest 16 HBO Family 57 Outdoor Channel 17 WGBO (66) UNIVISION Chicago 58 Inspirational Network 18 TBS 59 TBN 19 WSNS (44) TELEMUNDO Chicago 60 EWTN 20 WYCC (20) PBS Chciago 61 CMTV 21 Educational/Govt. Access Ch 62 Great American Country 22 TV Guide Channel 63 VH-1 23 Headline News 64 BET 24 QVC 65 MTV 25 HSN 66 Comedy Channel 26 Fox News 67 Court TV 27 CNN 68 C-Span 28 MSNBC 69 C-Span 2 29 CNBC 70 Tech TV 30 The Disney Channel 71 Sci- Fi Channel 31 USA Network 72 National Geographic 32 The National Network 73 Discovery Health Network 33 fX 74 Food Network 34 The History Channel 75 Travel Channel 35 The Discovery Channel 76 Bravo 36 Animal Planet 77 Fine Living 37 TV Land 78 E! Television 38 Nickelodeon 79 Game Show Network 39 Cartoon Network 40 American Movie Classics 41 A & E 42 TNT Confidential Page 11. 9/20/02 United Telesystems Inc.

H. Proposed Digital Video Services: Following, are proposed digital video services to be provided by the City in the Broadband Business Plan. The digital video services proposed by UTI are based upon an assessment of digital video services currently available to potential customers in Geneva Service Area along with experience with similar projects in other markets.

GENEVA FIBER NETWORK Digital Video Services

Service Service Service

Digital Basic Tier Services Digital Premium Services Digital Premium Services Discovery Kids Encore Group HBO Group Discovery Science Encore HBO East Discovery Home & Leisure Encore Westerns HBO Plus Discovery Wings Encore Action HBO Signature Discovery Civilizations Encore True Stories HBO Family East SoapNet Encore Mystery HBO Comedy East BBC America Encore Love Stories HBO Zone East Much Music Toon Disney Starz!/Encore Group Cinemax Group Noggin Encore Cinemax Nick Games & Sports Starz! More Max East WAM! Starz! Theather Action Max East Boomerang Starz! BET Movies Thriller Max East Bloomberg Television Starz! Family CNN/FN Starz! Cinema The Movie Channel Group CNN en Espanol The Movie Channel East Inspirational Life TV Digital Audio The Movie Channel 2 Style Music Choice (45 Channels) The Movie Channel West Lifetime Movie Network IFC Digital Pay-Per-View Channels Showtime Group BET on Jazz In Demand PPV Preview Showtime East VH 1 Classic Rock In Demand (21 Channels) Showtime 2 East VH-1 Country ESPN Sports Packages Showtime 3 East VH 1 Soul NBA/WNBA League Pass Showtime Beyond East MTV 2 NHL Center Ice Package Showtime Extreme East MTV S Video On Demand Channel(s) MTV X Showtime Digital Package Biography Channel Showtime Group History International The Movie Channel Group Goodlife Television Network Flix Fox Sports World Sundance Channel Wisdom Network BET Gospel Shop NBC FamilyNet

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I. Video Services Rates - Following, are the proposed the City residential and commercial video services and rates in the Broadband Business Plan. The video services rates proposed by UTI are based upon an assessment of rates for video services currently available to potential customers in Geneva Service Area along with experience with similar projects in other markets.

GENEVA FIBER NEWORK Video Services Rates and Charges

Basic Services Rate Equipment Rental Rate Limited Basic (18 Channels) $10.95 Standard Converter with Remote $1.00 Expanded Basic (57 Channels) $23.55 Digital Converter (Additional Set) $5.95 Standard Basic (75 Channels) $34.50 Digital Converter with Music Choice & PPV $6.95 Line Maintenance Plan $1.95 Total Basic (75 Channels) $36.45 Installation of Residental Service Digital Basic Tier (35 Video Chs. + 45 Audio Chs.) $10.95 Unwired Home $30.00 Premiere Basic (110 Video Chs. + 45 Audio Chs.) $47.40 Prewired Home $20.00 Multi-Family Residence $15.00 Premium Services Additional Outlet (same trip) $10.00 HBO, HBO Plus, HBO Family (Analog Service) $11.95 Additional Outlet (separate trip) $15.00 HBO Digital Group (6 Channels) $11.95 Relocate Outlet (same trip) $10.00 Showtime Group (5 Channels) $10.95 Relocate Outlet (separate trip) $15.00 Cinemax Group (4 Channels) $9.95 Wiring Within Walls (per outlet) $40.00 The Movie Channel Group (3 Channels) $8.95 Digital Converter (same trip) $5.00 Starz Group (6 Channels) $8.95 Digital Converter (separate trip) $10.00 Encore Group (6 Channels) $5.95 Reconnect Residential Service $20.00 Digital Basic Tier (35 Video Chs + 45 Audio Chs) $10.95 Other Charges Packaging Returned Check Charge $25.00 Showtime Digital Combo (Show, TMC, Flix & Sundance $12.95 Hourly Service Call $30.00 HBO Digital Group and Cinemax Digital Group $19.50 Late Fee $2.95 Starz Group (6 channels) $8.95 Franchise Fee (City) 5.00% Encore Group (6 channels) $5.95 FCC Fee (Monthly) $0.00

Digital Premium Discount: (Digital Basic Tier plus) Two Premium A La Carte or Packaged Services $2.00 Three Premium A La Carte or Packaged Services $4.00 Four or More Premium A La Carte or Packaged Services $6.00

Digital Pay-Per-View Services IN Demand PPV Movies (21 Channels) $3.95 Video On Demand Movies $4.50 Sports Packages (Varies) Special Pay Per View Events (Varies)

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J. Residential Data and Internet Access Services - Following, are the proposed the City residential data and Internet access services and rates in the Broadband Business Plan. Residential data and Internet access rates proposed by UTI are based upon an assessment of services currently available to potential customers in Geneva Service Area along with experience with similar projects in other markets.

GENEVA FIBER NETWORK High Speed Data Service Residential Rates and Charges 2002

Services Rate Services Rate Residental: w/CATV Residental: No CATV

Platinum Service - Downstream to 3.0 Mbps $64.95 Platinum Service - Downstream to 3.0 Mbps $69.95 Gold Service -Downstream to 2.0 Mbps $44.95 Gold Service -Downstream to 2.0 Mbps $49.95 Silver Service - Downstream to 1.0 Mbps $34.95 Silver Service - Downstream to 1.0 Mbps $39.95 Standard Service - Downstream to 512 Kbps $26.95 Standard Service - Downstream to 512 Kbps $31.95

Other Charges: Other Charges:

Additional Email Address (Monthly Fee) $5.00 Additional Email Address (Monthly Fee) $7.50 Charge for Data Transfer Over Cap per 50 MB $1.00 Charge for Data Transfer Over Cap per 50 MB $1.50

Installation Services: Installation Services:

Installation (Includes NIC Card & Software) $99.00 Installation (Includes NIC Card & Software) $125.00 Installation (No NIC Card & Software) $75.00 Installation (No NIC Card & Software) $100.00 Dedicated High Speed Cable Outlet $50.00 Dedicated High Speed Cable Outlet $75.00

Residental Service Packages Residental Service Packages

Platinum Service $64.95 Platinum Service $69.95 includes: Speeds Up to 3.0 Mbps Downstream and includes: Speeds Up to 3.0 Mbps Downstream and 512 Kbps Up, Dynamic IP Address, 512 Kbps Up, Dynamic IP Address, Up to 4 Email Addresses, 7.5 MB Personal Web Up to 4 Email Addresses, 7.5 MB Personal Web Space, Data Transfer Cap of 10 GB Space, Data Transfer Cap of 10 GB

Gold Service $44.95 Gold Service $49.95 includes: Speeds Up to 2.0 Mbps Downstream and includes: Speeds Up to 2.0 Mbps Downstream an 256 Kbps Up, Dynamic IP Address, 256 Kbps Up, Dynamic IP Address, Up to 3 Email Addresses, 5 MB Personal Web Up to 3 Email Addresses, 5 MB Personal Web Space, Data Transfer Cap of 7.5 GB Space, Data Transfer Cap of 7.5 GB

Silver Service $34.95 Silver Service $39.95 includes: Speed Up to 1.0 Mbps Downstream includes: Speed Up to 1.0 Mbps Downstream and 128 Kbps Upstream, Dynamic IP Address and 128 Kbps Upstream, Dynamic IP Address Up to 3 Email Addresses, 3 MB Personal Web Up to 3 Email Addresses, 3 MB Personal Web Space, Data Transfer Cap of 5 GB Space, Data Transfer Cap of 5 GB

Standard Service $26.95 Standard Service $31.95 includes: Speed Up 512 Kbps Downstream and includes: Speed Up 512 Kbps Downstream and 128 Kbps Upstream, Dynamic IP Address 128 Kbps Upstream, Dynamic IP Address 2 Email Address, Data Transfer Cap of 3 GB 2 Email Address, Data Transfer Cap of 3 GB

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K. Commercial Data and Internet Access Services - Following, are the proposed the City commercial data and Internet access services and rates in the Broadband Business Plan. Commercial data and Internet access rates proposed by UTI are based upon an assessment of services currently available to potential customers in Geneva Service Area along with experience with similar projects in other markets.

GENEVA FIBER NETWORK High Speed Data Service Business Rates and Charges 2002

High Speed Data Services Monthly Installation Business Rate Charges Rate

Standard Business Service - Level 1 $49.95 Standard Business Service - Level 1 $150.00 Standard Business Service - Level 2 $69.95 Standard Business Service - Level 2 $200.00 Business Plus Service - Level 1 $89.95 Business Plus Service - Level 1 $300.00 Business Plus Service - Level 2 $99.95 Business Plus Service - Level 2 $350.00 Business Elite Service - Level 1 $129.95 Business Elite Service - Level 1 $500.00 Business Elite Service - Level 2 $169.95 Business Elite Service - Level 2 $550.00 Direct Business Service - Customized Quote Direct Business Service - Customized Quote

Other Charges Charge

Additional Static Email Address (Monthly Fee) $15.00 Charge for Data Transfer Over Cap per 50 MB $1.50

Monthly Monthly Business Service Packages Rate Business Service Packages Rate

Standard Service Level 1 $49.95 Standard Service Level 2 $69.95 includes: Speeds Up to 512 Kbps Downstream and includes: Speeds Up to 2.0 Mbps Downstream and 128 Kbps Upstream, One Static IP Address 256 Kbps Upstream, One Static IP Address Up to 4 Email Addresses, 5 MB Web Space Up to 5 Email Addresses, 7.5 MB Web Space Space, Data Transfer Cap of 10 GB Space, Data Transfer Cap of 10 GB Installation Charge $150.00 $200.00

Business Plus Service Level 1 $89.95 Business Plus Service Level 2 $99.95 includes: Speed Up to 512 Kbps Downstream includes: Speeds Up to 2.0 Mbps Downstream and 128 Kbps Upstream, Three Static IP Addresses and 256 Kbps Upstream, Three Static IP Addresses Up to 10 Email Addresses, 10 MB Web Space Up to 10 Email Addresses, 10 MB Web Space Space, Data Transfer Cap of 15 GB Space, Data Transfer Cap of 15 GB Installation Charge $300.00 $350.00

Business Elite Service Level 1 $129.95 Business Elite Service Level 2 $169.95 includes: Speed Up to 2.0 Mbps Downstream includes: Speeds Up to 3.0 Mbps Downstream and 128 Kbps Upstream, Five Static IP Addresses and 512 Kbps Upstream, Five Static IP Addresses Up to 15 Email Addresses, 15 MB Web Space Up to 15 Email Addresses, 15 MB Web Space Space, Data Transfer Cap of 20 GB Space, Data Transfer Cap of 20 GB Installation Charge $500.00 Installation Charge $550.00

Business Direct Service The City of Geneva can provide customized service tailored to the high speed data needs of growing organizations including fiber connnectivity directly to the business within the designated service area.

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L. Residential Telephone Services - The following is a summary of the City residential telephone services. Residential telephone rates proposed by UTI are based upon an assessment of services currently available to potential customers in Geneva Service Area along with experience with similar projects in other markets.

Batavia Residential Telephony Packaging and Pricing

A La Carte Basic Standard Family Family Plus A La Carte A La Carte Features Rates Service Service Service Service Percentages Avg. Rate Basic Touch Tone Service-Primary Lin $16.95 x x x x Basic Additional Line $12.95 x 15% $1.94 911 Free x x x x Call Waiting $4.00 x x x 10% $0.40 Caller ID (name and number) $4.00 x x x 7% $0.28 3 Way Calling $4.00 x x x 3% $0.12 Call Forwarding $4.00 x x 3% $0.12 Preferred Call Forwarding $4.00 x x 1% $0.04 Prioirity Ring $4.00 x x 1% $0.04 Distinctive Ring $4.00 x x 1% $0.04 Selective Call Blocking $4.00 x x 1% $0.04 900/976 Call Blocking Free x x x x 1% Last Call Return $4.00 x x 2% $0.08 Speed Dial 8 $3.00 x x 3% $0.09 Speed Dial 30 $4.00 x 2% $0.08 Non-published number $2.75 $0.00 Listing Omitted from Phone Directory Free x x x x Standard Directory Listings Free x x x x Additional Directory Listings $1.55 x 5% $0.08 Inside Wire Maintenance $2.00 x 15% $0.30 Continuous Redial *66 $2.00 x x x 2% $0.04 Anonymous Call Rejection $0.00 x x $0.00 Customer Code Restriction $0.00 x x x $0.00 Voice Mail $4.00 15% $0.60 Voice Mail with Extensions $4.50 x 2% $0.09 Voice Mail with Pager Notifications $6.95 2% $0.14 Voice Mail with Pager Notifications & E $7.95 x 1% $0.08

Monthly Service Rate $16.95 $22.95 $32.95 $42.95

Subscription Percentage 5.00% 60.00% 20.00% 15.00%

Average Per Customer Type $0.85 $13.77 $6.59 $6.44 $4.60

Average Rate Per Phone Customer $ 27.65 $32.25

Note: All rates are exclusive of Taxes, Charges, Fees, and Accessments

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M. Commercial Telephone Services - The following is a summary of the City commercial telephone services. Commercial telephone rates proposed by UTI are based upon an assessment of services currently available to potential customers in Geneva Service Area along with experience with similar projects in other markets.

Batavia Small Business Telephony Packaging and Pricing Basic Standard Business Business Deluxe A La Carte Business Business Plus Advantage Business A La Carte A La Carte Features Rates Service Service Service Service Service Percentages Avg. Rate Basic Touch Tone Service-Primary Lin $24.95 x x x x x Basic Touch Tone Service-Secondary $24.95 3% $0.75 Basic Additional Line -Roll Over $9.95 $0.00 $1.00 $2.00 $3.00 10% $1.00 911 Free x x x x x Call Waiting $6.50 x x x x 5% $0.33 Caller ID Deluxe $10.00 x x x 5% $0.50 Caller ID Enchanced $15.00 x x 1% $0.15 3 Way Calling $5.00 x x x x 2% $0.10 Call Forwarding - Busy Line $4.25 x x x 2% $0.09 Call Forwarding - No Answer $4.25 x x x 1% $0.04 Prioirity Ring $9.00 x x x 1% $0.09 Distinctive Ring $9.00 x x x 1% $0.09 Selective Call Blocking $5.00 x x x 1% $0.05 900/976 Call Blocking Free x x x x x Call Return $5.00 x x x 2% $0.10 Call Trace $6.50 1% $0.07 Speed Dial 8 $4.00 x 3% $0.12 Speed Dial 30 $5.00 x x 2% $0.10 Non-published number $2.75 1% $0.03 Listing Omitted from Phone Directory Free x x x x x Standard Directory Listings Free x x x x x Additional Directory Listings $2.00 x x 5% $0.10 Foreign Directory Listings $2.00 x 2% $0.04 Inside Wire Maintenance $4.00 x x 25% $1.00 Continuous Redial *66 $2.00 x x x x 2% $0.04 Anonymous Call Rejection $2.00 x x x $0.00 Customer Code Restriction $2.00 x x x x $0.00 Voice Mail $15.00 x 10% $1.50 Voice Mail with Extensions $17.50 x 2% $0.35 Voice Mail with Pager Notifications $20.00 2% $0.40 Voice Mail with Pager Notifications & E $22.50 x x 1% $0.23 Information at 411 $0.75 Courtesy Complete for 411 $7.50

Monthly Service Rate $24.95 $49.95 $79.95 $109.95 $139.95

Subscription Percentage 2.50% 30.00% 40.00% 12.50% 5.00%

Average Per Customer Type $0.62 $14.99 $31.98 $13.74 $7.00 $7.24

Average Rate Per Phone Customer $75.57

Note: All rates are exclusive of Taxes, Charges, Fees, and Accessments $68.33

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N. Staffing - The following is a the City broadband services division organizational chart representing proposed staffing as set forth in the Business Plan follows:

City of Geneva Page: 38 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Broadband Service Staffing

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Telecommunications Service Employees Switch Techs 11111111 1 1 Overtime eligible 11111111 1 1 Field Techs 12222222 2 2 Overtime eligible 12222222 2 2 Provisioning Reps 11111111 1 1 Overtime eligible 22222222 2 2 Total Telecommunications Employees 45555555 5 5

Cable Service Employees General Managers 00000000 0 0 Office Manager 00000000 0 0 MIS Director 00000000 0 0 Customer Service Representatives 22222222 2 2 Support Staff 11111111 1 1 Technical Manager (s) 11111111 1 1 Headend Technicians 11111111 1 1 Construction Manager/Plant Manager 11111111 1 1 Broadband Service Technicians 22222222 2 2 Installer/Service Technician 22222222 2 2 Contract Installers 41111111 1 1 Marketing and Sales Manager 11111111 1 1 Contract Field Representatives 30111111 1 1 Total 1812141414141414 14 14

Total Telecommunications and Cable Service Employees 2217191919191919 19 19

Confidential Page 18. 9/20/02 United Telesystems Inc.

O. Project Capitalization and Debt Service Schedule – Following, is debt service schedule from the City Broadband Business Plan financial projections for the proposed FTTH/FTTB Broadband Network Architecture:

GENEVA FIBER NETWORK BOND DEBT SERVICE SCHEDULE Issuance Amount: $20,720,000 Annual interest rate: 4.75% Interest only period: 36 Months Term in years: 15 Payments per year: 2 First principal payment due: 7/1/2005 Calculated payment: $973,527.25 Payment Beginning Ending Cumulative No. Date Balance Interest Principal Balance Interest 1 1/1/2003 20,720,000.00 492,100.00 0.00 20,720,000.00 492,100.00 2 7/1/2003 20,720,000.00 492,100.00 0.00 20,720,000.00 984,200.00 3 1/1/2004 20,720,000.00 492,100.00 0.00 20,720,000.00 1,476,300.00 4 7/1/2004 20,720,000.00 492,100.00 0.00 20,720,000.00 1,968,400.00 5 1/1/2005 20,720,000.00 492,100.00 0.00 20,720,000.00 2,460,500.00 6 7/1/2005 20,720,000.00 492,100.00 0.00 20,720,000.00 2,952,600.00 1 7/1/2005 20,720,000.00 492,100.00 481,427.25 20,238,572.75 3,444,700.00 2 1/1/2006 20,238,572.75 480,666.10 492,861.15 19,745,711.60 3,925,366.10 3 7/1/2006 19,745,711.60 468,960.65 504,566.60 19,241,145.00 4,394,326.75 4 1/1/2007 19,241,145.00 456,977.19 516,550.06 18,724,594.94 4,851,303.95 5 7/1/2007 18,724,594.94 444,709.13 528,818.12 18,195,776.82 5,296,013.08 6 1/1/2008 18,195,776.82 432,149.70 541,377.55 17,654,399.27 5,728,162.78 7 7/1/2008 17,654,399.27 419,291.98 554,235.27 17,100,164.00 6,147,454.76 8 1/1/2009 17,100,164.00 406,128.90 567,398.36 16,532,765.65 6,553,583.65 9 7/1/2009 16,532,765.65 392,653.18 580,874.07 15,951,891.58 6,946,236.84 10 1/1/2010 15,951,891.58 378,857.42 594,669.83 15,357,221.75 7,325,094.26 11 7/1/2010 15,357,221.75 364,734.02 608,793.23 14,748,428.52 7,689,828.28 12 1/1/2011 14,748,428.52 350,275.18 623,252.07 14,125,176.44 8,040,103.46 13 7/1/2011 14,125,176.44 335,472.94 638,054.31 13,487,122.13 8,375,576.40 14 1/1/2012 13,487,122.13 320,319.15 653,208.10 12,833,914.03 8,695,895.55 15 7/1/2012 12,833,914.03 304,805.46 668,721.79 12,165,192.24 9,000,701.01 16 1/1/2013 12,165,192.24 288,923.32 684,603.94 11,480,588.30 9,289,624.32 17 7/1/2013 11,480,588.30 272,663.97 700,863.28 10,779,725.03 9,562,288.29 18 1/1/2014 10,779,725.03 256,018.47 717,508.78 10,062,216.24 9,818,306.76 19 7/1/2014 10,062,216.24 238,977.64 734,549.62 9,327,666.63 10,057,284.40 20 1/1/2015 9,327,666.63 221,532.08 751,995.17 8,575,671.46 10,278,816.48 21 7/1/2015 8,575,671.46 203,672.20 769,855.05 7,805,816.41 10,482,488.68 22 1/1/2016 7,805,816.41 185,388.14 788,139.11 7,017,677.29 10,667,876.82 23 7/1/2016 7,017,677.29 166,669.84 806,857.42 6,210,819.88 10,834,546.65 24 1/1/2017 6,210,819.88 147,506.97 826,020.28 5,384,799.60 10,982,053.63 25 7/1/2017 5,384,799.60 127,888.99 845,638.26 4,539,161.34 11,109,942.62 26 1/1/2018 4,539,161.34 107,805.08 865,722.17 3,673,439.17 11,217,747.70 27 7/1/2018 3,673,439.17 87,244.18 886,283.07 2,787,156.10 11,304,991.88 28 1/1/2019 2,787,156.10 66,194.96 907,332.29 1,879,823.81 11,371,186.84 29 7/1/2019 1,879,823.81 44,645.82 928,881.44 950,942.37 11,415,832.65 30 1/1/2020 950,942.37 22,584.88 950,942.37 0.00 11,438,417.53

Confidential Page 19. 9/20/02 United Telesystems Inc.

P. Bond Compliance Flow of Funds – Following, is a Bond Compliance Flow of Funds statement from the City Broadband Business Plan financial projections based upon the foregoing assumptions and the development of a FTTH/FTTB Broadband Network architecture:

City of Geneva Page: 1 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Bond Compliance Flow of Funds

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Customer Revenues Video $537,202 $1,879,926 $1,941,624 $2,023,871 $2,090,676 $2,160,084 $2,251,585 $2,326,758 $2,404,874 $2,506,744 Residential High Speed Data $96,450 $454,219 $578,084 $602,063 $609,328 $617,084 $643,945 $652,904 $662,331 $692,239 Commerial Video and High Speed Data $670,638 $1,003,011 $1,015,414 $1,058,285 $1,070,984 $1,083,835 $1,129,599 $1,143,154 $1,156,871 $1,205,724 Telecommunications $669,344 $2,451,084 $2,527,452 $2,654,089 $2,787,314 $2,926,535 $3,072,824 $3,226,595 $3,386,702 $3,556,319

Total Customer Operating Revenues $1,973,634 $5,788,240 $6,062,574 $6,338,308 $6,558,302 $6,787,538 $7,097,954 $7,349,411 $7,610,777 $7,961,025

Customer Operating Expenses Video $933,777 $1,723,027 $1,800,932 $1,862,421 $1,925,745 $1,991,376 $2,060,919 $2,131,466 $2,204,587 $2,282,019 Residential High Speed Data $91,914 $202,988 $243,607 $249,612 $254,024 $258,767 $265,545 $270,693 $276,032 $283,549 Commerial Video and High Speed Data $68,063 $210,379 $205,152 $210,035 $221,457 $223,358 $228,518 $230,487 $232,473 $237,945 Telecommunications $532,657 $1,054,998 $1,038,968 $1,076,582 $1,114,972 $1,154,943 $1,197,263 $1,240,587 $1,285,595 $1,333,487

Total Customer Operating Expenses $1,626,413 $3,191,393 $3,288,660 $3,398,649 $3,516,198 $3,628,444 $3,752,245 $3,873,233 $3,998,688 $4,137,000

Net Revenues Before Other Resolution Income & Expenses Video ($396,575) $156,898 $140,691 $161,450 $164,931 $168,708 $190,667 $195,292 $200,287 $224,725 Residential High Speed Data $4,536 $251,231 $334,478 $352,451 $355,304 $358,317 $378,400 $382,211 $386,298 $408,690 Commerial Video and High Speed Data $602,575 $792,632 $810,262 $848,250 $849,527 $860,478 $901,081 $912,667 $924,398 $967,779 Telecommunications $136,686 $1,396,086 $1,488,483 $1,577,508 $1,672,342 $1,771,592 $1,875,562 $1,986,008 $2,101,107 $2,222,832

Total Net Revenues Before Other O&M Under Resolution $347,222 $2,596,847 $2,773,914 $2,939,659 $3,042,104 $3,159,094 $3,345,709 $3,476,178 $3,612,090 $3,824,025

Other Income & Expenses Interest Earned $182,064 $41,123 $54,954 $77,464 $95,856 $107,558 $121,419 $138,201 $157,158 $178,385 Other O&M Expenses Under Resolution $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

Net Revenues As Defined By Resolution $529,286 $2,637,971 $2,828,868 $3,017,123 $3,137,960 $3,266,652 $3,467,128 $3,614,379 $3,769,247 $4,002,410

Uses of Net Revenue Debt Service (Defined as Principal and Interest) $0 $0 $492,100 $1,465,627 $1,947,055 $1,947,055 $1,947,055 $1,947,055 $1,947,055 $1,947,055 Utility Plant Improvement Fund $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Fund Transfer $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

Net Available for Flow of Funds $529,286 $2,637,971 $2,336,768 $1,551,496 $1,190,905 $1,319,598 $1,520,073 $1,667,324 $1,822,193 $2,055,356

Debt Service Coverage 0.00 0.00 5.75 2.06 1.61 1.68 1.78 1.86 1.94 2.06

Confidential Page 20. 9/20/02 United Telesystems Inc.

Q. Operating Cash Flow – Following, is an Operating Cash Flow statement from the City Broadband Business Plan financial projections based upon the foregoing assumptions and the development of a FTTH/FTTB Broadband Network architecture.

City of Geneva Page: 20 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Cash Flow Statement

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Video Services Revenue $537,202 $1,879,926 $1,941,624 $2,023,871 $2,090,676 $2,160,084 $2,251,585 $2,326,758 $2,404,874 $2,506,744 Video Services Operating Expenses $933,777 $1,723,027 $1,800,932 $1,862,421 $1,925,745 $1,991,376 $2,060,919 $2,131,466 $2,204,587 $2,282,019 Video Services Customer Cash Flow ($396,575) $156,898 $140,691 $161,450 $164,931 $168,708 $190,667 $195,292 $200,287 $224,725

Residential High Speed Data Revenue $96,450 $454,219 $578,084 $602,063 $609,328 $617,084 $643,945 $652,904 $662,331 $692,239 Residential High Speed Data Expense $91,914 $202,988 $243,607 $249,612 $254,024 $258,767 $265,545 $270,693 $276,032 $283,549 Residential High Speed Data Cash Flow $4,536 $251,231 $334,478 $352,451 $355,304 $358,317 $378,400 $382,211 $386,298 $408,690

Commercial Video and High Speed Data Revenue $670,638 $1,003,011 $1,015,414 $1,058,285 $1,070,984 $1,083,835 $1,129,599 $1,143,154 $1,156,871 $1,205,724 Commercial Video and High Speed Data Operating Exp. $68,063 $210,379 $205,152 $210,035 $221,457 $223,358 $228,518 $230,487 $232,473 $237,945 Commercial Cash Flow $602,575 $792,632 $810,262 $848,250 $849,527 $860,478 $901,081 $912,667 $924,398 $967,779

Telecommunications Revenue $669,344 $2,451,084 $2,527,452 $2,654,089 $2,787,314 $2,926,535 $3,072,824 $3,226,595 $3,386,702 $3,556,319 Telecommunications Expenses $532,657 $1,054,998 $1,038,968 $1,076,582 $1,114,972 $1,154,943 $1,197,263 $1,240,587 $1,285,595 $1,333,487 Telecommunications Cash Flow $136,686 $1,396,086 $1,488,483 $1,577,508 $1,672,342 $1,771,592 $1,875,562 $1,986,008 $2,101,107 $2,222,832

Total Revenue $1,973,634 $5,788,240 $6,062,574 $6,338,308 $6,558,302 $6,787,538 $7,097,954 $7,349,411 $7,610,777 $7,961,025 Total Operating Expense $1,626,413 $3,191,393 $3,288,660 $3,398,649 $3,516,198 $3,628,444 $3,752,245 $3,873,233 $3,998,688 $4,137,000 EBITDA $347,222 $2,596,847 $2,773,914 $2,939,659 $3,042,104 $3,159,094 $3,345,709 $3,476,178 $3,612,090 $3,824,025

Interest Earned $182,064 $41,123 $54,954 $77,464 $95,856 $107,558 $121,419 $138,201 $157,158 $178,385

Municipal Bond - Interest $492,100 $984,200 $984,200 $984,200 $949,627 $901,686 $851,442 $798,782 $743,591 $685,748 Municipal Bond - Principal $0 $0 $0 $481,427 $997,428 $1,045,368 $1,095,613 $1,148,272 $1,203,463 $1,261,306 Municipal Bond - Total $492,100 $984,200 $984,200 $1,465,627 $1,947,055 $1,947,055 $1,947,055 $1,947,055 $1,947,055 $1,947,055

Net Operating Cash Flow $37,186 $1,653,771 $1,844,668 $1,551,496 $1,190,905 $1,319,598 $1,520,073 $1,667,324 $1,822,193 $2,055,356 Cummulative Cash Flow $37,186 $1,690,957 $3,535,625 $5,087,121 $6,278,026 $7,597,624 $9,117,697 $10,785,021 $12,607,214 $14,662,570

Operating Expense Ratio 82% 55% 54% 54% 54% 53% 53% 53% 53% 52% Operating Income Ratio 18% 45% 46% 46% 46% 47% 47% 47% 47% 48%

Debt Service Coverage Ratio 0.00 0.00 2.87 2.06 1.61 1.68 1.78 1.86 1.94 2.06 Rate of Return on Depreciated Assets 3.06% 16.00% 18.14% 20.58% 22.76% 25.39% 29.06% 32.95% 37.76% 44.61% Outstanding Debt Ratio to Assets 0.95 0.97 1.00 1.04 1.09 1.15 1.24 1.34 1.48 1.67

Cable Services Percentage of Total Revenue 66% 58% 58% 58% 57% 57% 57% 56% 56% 55% Telecom Services Percentage of Total Revenue 34% 42% 42% 42% 43% 43% 43% 44% 44% 45%

Cash on Hand $2,373,025 $3,663,629 $5,164,280 $6,390,393 $7,170,549 $8,094,606 $9,213,383 $10,477,167 $11,892,320 $13,536,924

Confidential Page 21. 9/20/02 United Telesystems Inc.

R. Balance Sheet – Following, is the Balance Sheet from the City Broadband Business Plan financial projections based upon the foregoing assumptions and the development of a FTTH/FTTB Broadband Network architecture:

City of Geneva Page: 23 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Balance Sheet Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

ASSETS Current Assets Cash and cash equivalents $2,373,025 $3,663,629 $5,164,280 $6,390,393 $7,170,549 $8,094,606 $9,213,383 $10,477,167 $11,892,320 $13,536,924 Short Term Investments $0$0$0$0$0$0$0$0 $0 $0 Receivable, Net $0$0$0$0$0$0$0$0 $0 $0 Inventories, Net $0$0$0$0$0$0$0$0 $0 $0 Other Current Assets $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Current Assets $2,373,025 $3,663,629 $5,164,280 $6,390,393 $7,170,549 $8,094,606 $9,213,383 $10,477,167 $11,892,320 $13,536,924 Fixed Assets Land and Buildings $20,000 $21,500 $23,000 $24,500 $26,000 $27,500 $29,000 $30,500 $32,000 $33,500 Leasehold Improvements $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Towers, Earth Stations and Headend Equipment $4,512,842 $4,595,817 $4,678,792 $4,761,767 $4,844,742 $4,927,717 $5,010,692 $5,093,667 $5,176,642 $5,259,617 Distribution Plant and Subscriber Drops $6,851,193 $6,926,199 $7,010,571 $7,096,058 $7,182,678 $7,270,452 $7,359,398 $7,449,536 $7,540,887 $7,633,472 Customer Premise Equipment $4,602,635 $4,705,368 $4,788,679 $4,874,263 $4,962,208 $5,052,607 $5,145,557 $5,241,156 $5,339,512 $5,440,735 Computer Equipment and Software $135,000 $150,000 $165,000 $180,000 $195,000 $210,000 $225,000 $240,000 $255,000 $270,000 Vehicles, Machines, Mobile Comm. and Other Equipment $402,500 $402,500 $420,000 $420,000 $500,500 $564,900 $632,520 $699,496 $766,601 $833,680 Test Equipment and Special Tools $135,000 $157,000 $179,000 $201,000 $223,000 $245,000 $267,000 $289,000 $311,000 $333,000 Furniture, Fixtures and Other Equipment $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Other Equipment $0$0$0$0$0$0$0$0 $0 $0 Other Assets $1,183,391 $1,247,344 $1,284,703 $1,317,540 $1,351,748 $1,383,241 $1,413,548 $1,442,899 $1,471,652 $1,500,042 Less accumulated depreciation and amortization ($517,625) ($1,720,710) ($2,957,360) ($4,215,702) ($5,501,427) ($6,813,521) ($8,152,369) ($9,518,119) ($10,911,005) ($12,331,275) Total Fixed Assets $17,324,937 $16,485,018 $15,592,385 $14,659,426 $13,784,450 $12,867,896 $11,930,346 $10,968,135 $9,982,289 $8,972,771 Other Assets Other Assets $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Cost of Bond Financing & Insurance $541,600 $541,600 $541,600 $541,600 $541,600 $541,600 $541,600 $541,600 $541,600 $541,600 Total Assets $20,239,561 $20,690,247 $21,298,265 $21,591,419 $21,496,599 $21,504,103 $21,685,328 $21,986,902 $22,416,208 $23,051,294

LIABILITIES AND FUND EQUITY Current Liabilities $0 $0 $0 $0 $0 $0 $0 Accounts Payable and accrued liabilities $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Due to other Funds $0$0$0$0$0$0$0$0 $0 $0 Other Current Liabilities $0$0$0$0$0$0$0$0 $0 $0 Total Current Liabilities $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Long Term Debt Bonds Payable $20,720,000 $20,720,000 $20,720,000 $20,238,573 $19,241,145 $18,195,777 $17,100,164 $15,951,892 $14,748,429 $13,487,122 Other Payables $0$0$0$0$0$0$0$0 $0 $0 Total Long Term Debt $20,720,000 $20,720,000 $20,720,000 $20,238,573 $19,241,145 $18,195,777 $17,100,164 $15,951,892 $14,748,429 $13,487,122 Total Liabilities $20,720,000 $20,720,000 $20,720,000 $20,238,573 $19,241,145 $18,195,777 $17,100,164 $15,951,892 $14,748,429 $13,487,122 Fund Equity Reserved Funds: $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Reserved Funds $0$0$0$0$0$0$0$0 $0 $0 Unreserved Funds: $0$0$0$0$0$0$0$0 $0 $0 Designated Funds $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Undesignated Funds $0$0$0$0$0$0$0$0 $0 $0 Total Unreserved Funds $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Fund Equity ($480,439) ($29,753) $578,265 $1,352,846 $2,255,454 $3,308,326 $4,585,164 $6,035,010 $7,667,780 $9,564,172 Total Liabilities and Fund Equity $20,239,561 $20,690,247 $21,298,265 $21,591,419 $21,496,599 $21,504,103 $21,685,328 $21,986,902 $22,416,208 $23,051,294

Confidential Page 22. 9/20/02 United Telesystems Inc.

S. Revenues Per Residential Customer - The following table sets forth video, data, and telephone service revenue per residential video customer. Also, telephone service revenue and expenses per telephone customer are listed separately.

City of Geneva Page: 17 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Key Operating Statistics - Residential

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Monthly Revenue All Services Per Video Customer Video Services $59.58 $51.86 $52.92 $54.51 $55.64 $56.81 $58.51 $59.75 $61.02 $62.86 High Speed Data Access Services $7.80 $11.70 $15.65 $16.10 $16.10 $16.11 $16.62 $16.65 $16.69 $17.24 Telecommunications Service $10.11 $9.03 $9.20 $9.54 $9.91 $10.29 $10.67 $11.07 $11.48 $11.91 Average Monthly Revenue All Services Per Video Customer $77.49 $72.59 $77.77 $80.16 $81.66 $83.21 $85.81 $87.47 $89.19 $92.01 Average Annual Revenue All Services Per Video Customer $929.87 $871.07 $933.27 $961.93 $979.95 $998.53 $1,029.66 $1,049.65 $1,070.32 $1,104.09 Average Monthly Revenue Per Telecommunications Custome $45.79 $40.89 $40.94 $40.92 $41.00 $40.95 $41.00 $40.97 $40.97 $40.95 Average Annual Revenue Per Telecommunications Customer $549.42 $490.73 $491.25 $491.08 $492.04 $491.41 $491.95 $491.60 $491.65 $491.44

Monthly Programming Expense Per Video Customer Basic Programming $15.20 $13.62 $14.03 $14.45 $14.89 $15.33 $15.79 $16.27 $16.76 $17.26 Premium Programming $6.07 $5.44 $5.60 $5.77 $5.95 $6.12 $6.31 $6.50 $6.69 $6.89 Pay Per View Programming $1.38 $1.20 $1.20 $1.20 $1.20 $1.20 $1.20 $1.20 $1.20 $1.20 Channel Guide $0.28 $0.09 $0.09 $0.09 $0.09 $0.09 $0.09 $0.09 $0.08 $0.08 Total Programming $22.92 $20.36 $20.93 $21.51 $22.12 $22.74 $23.39 $24.05 $24.73 $25.43

Monthly Operating Expense Per Video Customer Sales & Advertising Expense Per Video Customer $14.16 $3.77 $3.43 $3.49 $3.55 $3.62 $3.68 $3.74 $3.81 $3.88 Field & Technical $42.26 $14.48 $15.83 $16.06 $16.33 $16.60 $16.87 $17.15 $17.44 $17.73 General & Administrative $29.05 $8.45 $8.48 $8.62 $8.77 $8.93 $9.07 $9.24 $9.40 $9.56 Total Operating Expense $85.47 $26.70 $27.74 $28.17 $28.65 $29.14 $29.63 $30.13 $30.65 $31.17

Monthly Telecommunications Oper Exp Per Video Customer Cost of Goods Sold $0.83 $0.41 $0.42 $0.43 $0.44 $0.45 $0.46 $0.47 $0.48 $0.49 Facility Based $6.16 $3.51 $3.19 $3.24 $3.29 $3.34 $3.39 $3.44 $3.49 $3.54 Commercial & Marketing $3.01 $0.24 $0.27 $0.27 $0.28 $0.29 $0.30 $0.31 $0.32 $0.33 Administrative $1.48 $0.38 $0.39 $0.40 $0.41 $0.42 $0.43 $0.44 $0.45 $0.47 Total Telecommunications Oper Exp Per Video Customer $11.48 $4.54 $4.26 $4.34 $4.42 $4.49 $4.57 $4.66 $4.74 $4.83

Monthly Cash Flow All Services Per Video Cust ($42.39) $20.99 $24.84 $26.14 $26.48 $26.83 $28.22 $28.63 $29.07 $30.58

Monthly Revenue/Expenses Per Channel Total Channels 131 131 131 131 131 131 131 131 131 131 Revenue Per Sub Per Channel $0.59 $0.55 $0.59 $0.61 $0.62 $0.64 $0.66 $0.67 $0.68 $0.70 Programming Exp. Per Sub Per Channel $0.17 $0.16 $0.16 $0.16 $0.17 $0.17 $0.18 $0.18 $0.19 $0.19

Monthly Telecommunications Oper Exp Per Telecommunications Customer Cost of Goods Sold $1.00 $1.86 $1.85 $1.83 $1.80 $1.78 $1.75 $1.73 $1.71 $1.69 Facility Based $7.37 $15.86 $14.21 $13.89 $13.60 $13.29 $13.01 $12.72 $12.45 $12.18 Commercial & Marketing $3.60 $1.07 $1.18 $1.17 $1.17 $1.16 $1.15 $1.14 $1.14 $1.13 Administrative $1.78 $1.70 $1.72 $1.71 $1.69 $1.67 $1.66 $1.64 $1.62 $1.61 Total Telecommunications Oper Exp Per Telecom Customer $13.73 $20.50 $18.97 $18.59 $18.26 $17.89 $17.57 $17.23 $16.92 $16.61

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T. Revenues Per Commercial Customer - The following table sets forth video, data, and telephone service revenue per commercial telephone customer.

City of Geneva Page: 18 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Key Operating Statistics - Commercial

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Monthly Revenue Per Customer Per Service Average Video Service Per Video Service Unit $445.16 $774.62 $774.99 $798.23 $798.23 $798.23 $822.18 $822.18 $822.18 $846.85 Average High Speed Data Revenue Per Data Customer $440.56 $766.63 $766.99 $789.99 $789.99 $789.99 $813.69 $813.69 $813.69 $838.11 Average Telecommunications Revenue Per Telecommunicatio $201.06 $701.00 $703.20 $704.07 $706.39 $704.63 $704.67 $706.39 $704.59 $707.06

Monthly Expense Per Customer Per Service Programming Expense Per Video Service Unit $1.54 $2.77 $2.85 $2.94 $3.02 $3.12 $3.21 $3.31 $3.40 $3.51 High Speed Data Expense Per Data Customer $0.92 $1.66 $1.71 $1.76 $1.81 $1.87 $1.92 $1.98 $2.04 $2.10 Telecommunications Expenses Per Telecom Customer $160.02 $238.27 $220.29 $216.25 $212.77 $208.22 $204.29 $200.94 $196.79 $193.85

1. Notes to Revenue Per Customer: The following average revenue per service category of customer information has been derived from a review of financial information provided by Knology, Inc. in its March 31, 2002, 10-Q filing with the Securities and Exchange Commission. It is important to note that the Knology, Inc. markets of Columbia, Georgia, Montgomery, Alabama, and Panama City, Indiana, were classic cable television systems acquired by Knology, Inc. between 1995 and 1997. Knology, Inc. subsequently rebuilt the systems and added data and voice to their video service offering.

Knology, Inc. As of March 31, 2002

Revenue Per Service Category

Video $38.40 Voice $46.28 Data $40.13

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The following average revenue per service category of customer information has been derived from a review of financial information provided by Knology, Inc. in its March 31, 2002, 10-Q filing with the Securities and Exchange Commission.

RCN As of March 31, 2002

Revenue Per Service Category

Video $42.47 Voice $52.52 Data $42.10

The following average revenue per service category of customer information has been derived from a review of financial information provided by the City of Acworth. The City of Acworth system, located north of Atlanta, Georgia, was launched in February of 2001. The system represents the first UTI client to launch with a complete lineup of analog and digital video services. The City of Acworth direct facility based competitors are AT&T and BellSouth.

City of Acworth, Georgia As of July 10, 2002

Revenue Per Service Category

Video $50.27 Voice NA Data $38.35

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U. Sources and Uses Statement – Following, is a sources and uses statement from the City Broadband Business Plan financial projections based upon the foregoing assumptions and the development of a FTTH/FTTB Broadband Network architecture:

City of Geneva Page: 22 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Sources and Uses

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Sources Begin Cash on Hand $0 $2,373,025 $3,663,629 $5,164,280 $6,390,393 $7,170,549 $8,094,606 $9,213,383 $10,477,167 $11,892,320 Paid In Capital - Broadband Service Provider $100,000 $0 $0 $0 $0 $0 $0 $0 $0 $0 Revenue Bond Issue Proceeds - Capital Budget $18,205,728 $0 $0 $0 $0 $0 $0 $0 $0 $0 Revenue Bond Issue Proceeds - Capitalized Interest $1,968,400 $0 $0 $0 $0 $0 $0 $0 $0 $0 Revenue Bond Issue Proceeds - Debt Service Reserve $0$0$0$0$0$0$0$0 $0 $0 Cost of Revenue Bond Financing $174,048 $0 $0 $0 $0 $0 $0 $0 $0 $0 Original Issue and Underwriters Discount $257,736 $0 $0 $0 $0 $0 $0 $0 $0 $0 Revenue Bond Financing Insurance $109,816 $0 $0 $0 $0 $0 $0 $0 $0 $0 Excess Revenue Bond Proceeds $4,272 $0 $0 $0 $0 $0 $0 $0 $0 $0 Subordinated Debt - Broadband Service Provider $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Interest Earned $182,064 $41,123 $54,954 $77,464 $95,856 $107,558 $121,419 $138,201 $157,158 $178,385 Utility Plant Improvement Fund $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 EBITDA $347,222 $2,596,847 $2,773,914 $2,939,659 $3,042,104 $3,159,094 $3,345,709 $3,476,178 $3,612,090 $3,824,025 Total Sources $21,349,286 $5,010,996 $6,492,497 $8,181,403 $9,528,353 $10,437,202 $11,561,734 $12,827,761 $14,246,414 $15,894,730

Uses Capital Expenditures $17,842,561 $363,167 $344,016 $325,383 $410,749 $395,541 $401,297 $403,540 $407,040 $410,752 Operating Loss $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Revenue Bond Issue Interest $492,100 $984,200 $984,200 $984,200 $949,627 $901,686 $851,442 $798,782 $743,591 $685,748 Revenue Bond Principal Reduction $0 $0 $0 $481,427 $997,428 $1,045,368 $1,095,613 $1,148,272 $1,203,463 $1,261,306 Cost of Revenue Bond Financing $174,048 $0 $0 $0 $0 $0 $0 $0 $0 $0 Original Issue and Underwriters Discount $257,736 $0 $0 $0 $0 $0 $0 $0 $0 $0 Revenue Bond Financing Insurance $109,816 $0 $0 $0 $0 $0 $0 $0 $0 $0 Subordinated Debt - Broadband Service Provider Interest $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Subordinated Debt - Broadband Service Provider Principal $0$0$0$0$0$0$0$0 $0 $0 Reimbursement - Broadband Service Provider $100,000 $0 $0 $0 $0 $0 $0 $0 $0 $0 Utility Plant Improvement Fund $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Property Tax Expense $0$0$0$0$0$0$0$0 $0 $0 GG Fund Transfer $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Uses $18,976,261 $1,347,367 $1,328,216 $1,791,011 $2,357,803 $2,342,596 $2,348,351 $2,350,594 $2,354,094 $2,357,806

End Cash on Hand $2,373,025 $3,663,629 $5,164,280 $6,390,393 $7,170,549 $8,094,606 $9,213,383 $10,477,167 $11,892,320 $13,536,924

Total Amount of Revenue Bond Financing: $20,720,000

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V. Income Statement – Following, is an income statement from the City Broadband Business Plan financial projections based upon the foregoing assumptions and the development of a FTTH/FTTB Broadband Network architecture:

City of Geneva Page: 19 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Income Statement

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Subscriber Revenue $1,973,634 $5,788,240 $6,062,574 $6,338,308 $6,558,302 $6,787,538 $7,097,954 $7,349,411 $7,610,777 $7,961,025 Interest Earned $182,064 $41,123 $54,954 $77,464 $95,856 $107,558 $121,419 $138,201 $157,158 $178,385 Total Revenue $2,155,699 $5,829,364 $6,117,528 $6,415,772 $6,654,158 $6,895,096 $7,219,373 $7,487,612 $7,767,935 $8,139,410

Operating Expenses $1,626,413 $3,191,393 $3,288,660 $3,398,649 $3,516,198 $3,628,444 $3,752,245 $3,873,233 $3,998,688 $4,137,000 Depreciation Expense $517,625 $1,203,086 $1,236,650 $1,258,342 $1,285,725 $1,312,095 $1,338,848 $1,365,750 $1,392,886 $1,420,270 Property Tax Expense $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Operating Income $11,661 $1,434,885 $1,592,218 $1,758,781 $1,852,235 $1,954,558 $2,128,280 $2,248,628 $2,376,361 $2,582,141

Interest Expense $492,100 $984,200 $984,200 $984,200 $949,627 $901,686 $851,442 $798,782 $743,591 $685,748

Net Income ($480,439) $450,685 $608,018 $774,581 $902,608 $1,052,871 $1,276,839 $1,449,846 $1,632,769 $1,896,392

Fund Transfer $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

Net Income After Fund Transfer ($480,439) $450,685 $608,018 $774,581 $902,608 $1,052,871 $1,276,839 $1,449,846 $1,632,769 $1,896,392

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W. Project Development Phases - Following, is are the various phases of completion of the development of the City broadband network:

THE CITY OF GENEVA, ILLINOIS BROADBAND NETWORK PROJECT DEVELOPMENT

Month-Year Sep-02 Oct-02 Nov-02 Dec-02 Jan-03 Feb-03 Mar-03 Apr-03 May-03 Jun-03 Jul-03 Aug-03 Sep-03 Oct-03 Nov-03 Dec-03 Jan-04 Feb-04

Complete Business Plan

Internal Review & Approval

City Council Review & Approval

Close Project Financing/Bond Issue

Selection of Vendors & Contractors

Design of Network

Order Material & Delivery

Make Ready Construction

Construction of Network

Construction of Building

Installation of Headend

Connect Customers

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CITY OF GENEVA, ILLINOIS BROADBAND NETWORK INITIATIVE BROADBAND INDUSTRY OVERVIEW SEPTEMBER 20, 2002

I. BROADBAND INITIATIVE OVERVIEW

A. Market Opportunity

1. General

Following, is an industry overview associated with and independent broadband telecommunications system feasibility study (the “Feasibility Study” or “Broadband Business Plan”) prepared by United Telesystems, Inc. (“UTI”) which assesses and evaluates opportunities available to the City of Geneva (“the City”) associated with the construction and operation of a broadband telecommunications network (the “Network” or the “Broadband Network”) in and around the City of Geneva (the “Service Area”). The Feasibility Study evaluates opportunities associated with the provisioning of video, data, telecommunications, and energy management services by the city to residential and commercial customers.

2. Current Services Available

Through the proposed Broadband Network, existing technology will potentially allow the City to economically provide the following:

Broadband Video Services (Cable Television) Local Area Telecommunications Networking Wide Area Telecommunications Networking Competitive Local Exchange Carrier Telephone Service Fiber Optic Transport Long Distance Telephone Service High Speed Broadband Internet Access Utility Management Point to Point

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3. New Service Offering & Technology

The Broadband Network, as proposed, is capable of delivering large amounts of analog and digital information from point to point. The limiting factor associated with any and all service offerings is only attributable to the capability of end user components and economic feasibility. The proposed Broadband Network will provide a platform which will accommodate new developments in broadband and telecommunications technology, potentially allowing the city to provide such things as interactive video services and utility enhancements such as remote meter reading, outage detection and appliance monitoring.

Broadband Network technology will also allow users to access the Internet and Internet-related services at speeds significantly higher than allowed by traditional narrowband modems. At present, Internet users typically connect at speeds of less than 56kbps. Broadband Network technology allows users to access the Internet at speeds that range from fifty to several hundred times faster than typical dial-up speeds. This increased speed will provide consumers with a range of enhanced services, including streaming video and telephony services. Analysts predict that Broadband Network technologies will produce applications that will change the way consumers communicate, shop, educate and entertain. By the year 2008, the number of households that will have access to a broadband network is predicted to reach 78 million.

4. The Broadband Service Opportunity

a. Internal Justification

One of the City’s initial justifications for deploying a broadband infrastructure should be founded upon the need to enhance local educational communications capabilities and to support internal needs such as those associated with the operation of existing utilities.

b. Industrial Growth Justification

As a second justification, the City must seek to promote local industrial growth through providing new businesses seeking to expand or locate in the area with access to an enhanced telecommunications infrastructure.

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c. Commercial Justification

The City has the opportunity to achieve long-term objectives through developing commercial broadband service offerings. To allow these services to be provided, the City may elect to construct a state-of-the-art Broadband Network with a fiber-to-the-home (“FTTH”) and fiber-to-the-business (“FTTB”) architecture capable of delivering advanced video services, telephone services, and high-speed data services to residents of the community. While providing advanced video, data and telecommunications services to consumers, the City will also improve the cost effectiveness, efficiency and productivity of existing internal operations.

5. An Assessment of the Municipal Role

In the past, one of the fundamental missions of municipal entities, such as the City of Geneva, has been to improve and maintain local infrastructure to facilitate the provisioning of utility services in order to promote the City and to enhance the quality of life for local citizens. While the passage of years can sometimes cause many daily conveniences to be taken for granted, municipal officials have often determined that the capitalization and deployment or construction of infrastructure was in the best interest of the community and its operations. In addition, municipal officials have previously elected to construct and maintain such infrastructure as roads, bridges, sidewalks, electric, water and sewer systems, and more recently, broadband telecommunications systems. In each case, decisions to provide these various components of local infrastructure have been generally based upon the desire to serve a public need and/or demand.

UTI has provided this independent Feasibility Study to assist the City in the process of converting the advent of technological advancements and regulatory freedoms into financially sound decisions and policies designed to enhance the local infrastructure and to enhance the quality of life for the citizens of Geneva. To enable the City to accomplish its objectives while protecting its core services, UTI has provided the information necessary to support the deployment of a technically advanced Network that is cost effective and capable of satisfying market demand.

This Feasibility Study incorporates information associated with facility-based service provisioning opportunities. The primary objective of the Feasibility Study is to provide the City with information to allow decisions to be made associated with pursuing existing and potential associated opportunities through a defined course of action and implementation plan.

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The deregulation of the telecommunications industry presents new challenges and opportunities as municipalities seek to define and achieve strategic objectives in changing competitive markets. This Feasibility Study represents the first step in the progressive efforts undertaken by the City to enhance the local infrastructure to allow for the provisioning of advanced video and telecommunications service offerings to consumers.

6. Broadband Services Overview

The 1984 Cable Act (the “1984 Act”) effectively deregulated the cable television industry, limiting a municipalities’ ability to potentially use rate increase requests to gain such things as increases in channel capacities, improvements in service and infrastructure upgrades. While the 1984 Act may have resulted in the addition of new programming services, it also fostered significant rate increases and numerous highly leveraged financial transactions as system values increased. The dramatic increase in speculation in cable television properties caused acquisitions and consolidations in the industry to accelerate at a rapid pace, thus increasing the debt burden on many systems.

The Cable Television Consumer Protection Act of 1992 (the “1992 Act”) re- regulated certain aspects of the industry, most notably, rates charged for basic and standard service programming tiers. Under the 1992 Act, the regulation of rate increases, other than those associated with the basic tier of services, came under the jurisdiction of the Federal Communications Commission (“FCC”). Therefore, municipalities no longer have any significant direct regulatory authority over cable television providers, outside of those typically associated with the renewal and enforcement of franchise agreements.

The Telecommunications Act of 1996 (“The 1996 Act”) has effectively deregulated cable television operators serving smaller markets and deregulated the entire cable television industry in March of 1999. Like many of the major telecommunications providers, most cable television operators in secondary markets have generally elected not to capitalize infrastructure improvements. Coupled often with a pattern of aggressive rate increases, a high level of customer dissatisfaction with cable television service providers remains prevalent throughout the U.S.

The market and demand for telecommunication related services is growing at a tremendous pace as the United States continues to evolves from a manufactured based

Confidential Page 4. 9/20/02 United Telesystems, Inc. economy into a service-based economy. Competition is increasing across all telecommunications business sectors. Since the divestiture of AT&T in 1984, numerous opportunities associated with the provisioning of local and long distance telephone service have been created. Regional Bell Operating Companies (“RBOCs”) like Ameritech are moving rapidly into various new telecommunications sectors. At present, Ameritech is generally focusing capital resources and efforts in their largest markets, pursuing international opportunities and seeking entry into the long distance business.

Broadband video service providers are also upgrading their networks in the larger markets to provide enhanced video services, as well as Internet access and telephony service, to their established customer base. Many electric utility companies are also currently identifying and pursuing telecommunications opportunities. In many cases, the entry into new “non core” businesses by electric utility companies is designed to develop new sources of revenues while serving to enhance relationships with existing customers in anticipation of the pending deregulation of the industry.

Several municipalities have been operating communications infrastructures for many years. At present, 300 municipalities throughout the U.S. are either actively constructing broadband telecommunications infrastructures or are engaged in the planning stages. Municipalities are motivated by the failure of existing service providers to offer adequate service at reasonable prices along with the lack of reinvestment in infrastructures and new technology. It is likely that many of these secondary communities may not see significant capital investment by private industry into their local infrastructures in the near future.

Many community leaders feel that it is imperative to the growth and stability of secondary cities and towns to have access to a technically advanced broadband telecommunications infrastructure. Therefore, many municipalities are electing to construct and operate their own infrastructure to meet the needs of their communities. Without pursuing similar initiatives, it is likely that the City may not have access to a comparable level of new telecommunications technology and associated services for many years to come.

In addition, telecommunications service providers often seek to form alliances and to expand their relationships with municipalities beyond rights-of-way and facilities based arrangements to leverage customer relationships into new distribution channels for providing communications services. Through forming strategic alliances, the City could possibly benefit from established telecommunications service offerings

Confidential Page 5. 9/20/02 United Telesystems, Inc. and existing support infrastructures to provide services while increasing ties with consumers and facilitating revenue diversification.

The City will have a unique advantage in providing these services in the community. One key advantage is that the Network would actually be “community owned.” The City has an established relationship with their customers through the provisioning of utility services and also owns the right-of-ways in the community. In addition, the City has real estate, office facilities, warehousing, and personnel that could be utilized in the operations of the Broadband Network.

B. Capital Budget

As part of the Feasibility Study, UTI utilizes a 350 page proprietary Feasibility Study model to develop a detailed capital and operating budget, including projected capital costs, revenues and expenses, associated with the provisioning of the Services set forth herein to residential and commercial consumers. The Feasibility Study capital and operating budget includes:

1. All labor, materials, and equipment capital costs associated with the deployment of the Network based upon the level of service to be provided, predicated upon an overall assessment of the Geneva Service Area.

2. Revenue projections based upon recommended service offerings and proposed rates.

3. An operating budget including all marketing expenses, technical expenses, general and administrative expenses, and service related recurring costs.

4. UTI has provided financial projections, which assume capitalization and operation of the Network by the City.

The projected capital cost of the City of Geneva Broadband Network, which consists of 113.24 miles of broadband plant placed in service in Geneva passing 9,999 serviceable residential and commercial customers is $18,209,243. The financial projections anticipate the issuance of revenue bonds by the City with a general obligation pledge from the City to capitalize the infrastructure and two (2) years of interest. Terms and interest rates used are derived from debt service schedules from

Confidential Page 6. 9/20/02 United Telesystems, Inc. bond issues recently closed or pending for similar projects.

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II. THE VIDEO SERVICES INDUSTRY

A. General Assessment

Following, is an assessment of the video services industry. Some of the information in this section and others to follow was included in various FCC reports assessing the multichannel video services market and video service providers. For purposes of analysis, competition in the delivery of video services involves local markets in which consumers can choose among particular multichannel or other video programming distribution services. The products that are sold in these markets consist of bundles of attributes: antenna service, basic or optional tiers or packages of video programming channels, premium per-channel charge services, pay-per-view channels, and others. Providers of these services increasingly will participate in a broader telecommunications market that includes both video and non-video products as new communications services are added to their offerings. National, regional, and local markets are also involved in the video programming purchasing activities of these video providers.

In recent years, consolidation within the cable industry maintained a dramatic pace as cable operators acquired and traded systems. The seven largest operators now serve almost 90% of all U.S. cable subscribers. The national concentration of the subscriber base maintained by traditional cable television operators, however, has declined since 1998 when compared to the overall subscriber base including all multichannel video programming distributors (“MVPDs”). Among the MVPD systems or techniques discussed are direct broadcast satellite (“DBS”) services and home satellite dishes (“HSDs”), wireless cable systems using frequencies in the multichannel multipoint distribution service (“MMDS”), private cable or satellite master antenna television (“SMATV”) systems as well as broadcast television service. DBS operators DirecTV and EchoStar or DISH rank among the ten largest MVPDs in terms of nationwide subscribership along with eight cable multiple system operators (“MSOs”). As a result of system acquisitions and trades, cable MSOs have continued to increase the extent to which their systems form regional clusters. Currently, 40.4 million of the nation’s cable subscribers are served by systems that are included in regional clusters. By clustering their systems, cable operators hope to achieve efficiencies in existing operations and to facilitate the provisioning of new services such as telephony.

The 1996 Act removed barriers to local exchange carrier (“LEC”) entry into the video marketplace to facilitate competition between incumbent cable operators

Confidential Page 8. 9/20/02 United Telesystems, Inc. and telephone companies. At the time of the 1996 Act, it was expected that LECs would compete in the video delivery market and that cable operators would provide local telephone exchange service. Previously, there had been an increase in the amount of video programming provided to consumers by telephone companies, although the expected technological convergence that would permit use of telephone facilities for video service had not yet occurred. As of 2001, incumbent local exchange carriers (“ILECs”) have largely exited the video business, instead mainly reselling DBS service. A few smaller LECs offer, or are preparing to offer, MVPD service over existing telephone lines. Some competitive local exchange carriers (“CLECs”) continue to pursue MVPD entry and competition. Alternatively, several cable MSOs offer telephone service. Circuit-switched telephony is still the only type of commercially deployed cable telephony, but trials continue for cable-delivered Internet Protocol (“IP”) telephony. MSOs, such as Cox and AT&T, continue to deploy circuit-switched cable telephony. Others, like Cablevision and Comcast, continue to offer cable telephony where it has already been deployed, but generally are waiting for IP technology to become widely available before accelerating their rollout of telephone service. AT&T, AOL Time Warner, Comcast, and Charter currently are testing IP telephony

The total number of subscribers to both cable and non-cable MVPDs continues to increase. A total of 88.3 million households subscribe to multichannel video programming services as of 2001, up 4.6 percent over the 84.4 million households subscribing to MVPDs in 2000. This subscriber growth accompanied a 2.7 percentage point increase in MVPDs’ penetration of television households to 86.4 percent as of 2001. The number of cable subscribers continued to grow, reaching almost 69 million as of 2001, up about 1.9 percent from the 67.7 million cable subscribers in 2000. The total number of non-cable MVPD subscribers grew from 16.7 million as of 2000 to 19.3 million as of 2001, an increase of more than 15 percent.

Consolidations within the cable industry continue as cable operators acquire and trade systems. The ten largest operators now serve close to 87 percent of all U.S. cable subscribers. In terms of one traditional economic measure, national concentration among the top MVPDs has decreased since last year as the largest MSOs have become more equal in size, and it remains below the levels reported in earlier years. DBS operators DirecTV and EchoStar rank among the ten largest MVPDs in terms of nationwide subscribership along with eight cable multiple system operators (“MSOs”). As a result of acquisitions and trades, cable MSOs have continued to increase the extent to which their systems form regional clusters

Confidential Page 9. 9/20/02 United Telesystems, Inc. whereby the largest MSOs concentrate their operations in specific geographic areas. Currently, close to 55 million of the nation’s cable subscribers are served by systems that are included in regional clusters. By clustering their systems, cable operators may be able to achieve efficiencies that facilitate the provision of cable and other services, such as telephony.

Cable operators and other MVPDs continue to develop and deploy advanced technologies, especially digital compression techniques, to increase capacity and enhance the capabilities of their transmission platforms. These technologies allow MVPDs to deliver additional video options and other services (e.g., data access, telephony, and interactive services) to subscribers. MVPDs are beginning to develop and deploy interactive television (“ITV”) services. In particular, this year, cable operators and other MVPDs have devoted most of their attention to the development of video-on-demand services.

Since 2000, there have been a number of developments regarding navigation devices and cable modems used to access a wide range of services offered by MVPDs. Most notably, cable operators are favoring less powerful and less expensive set-top boxes. It is unclear how these modified plans will affect advance service offerings. CableLabs is continuing its efforts to develop next generation navigation devices with its initiative for the OpenCable Application Platform (“OCAP”) or “middleware” specification. The Consumer Electronics Association maintains that until this software standard is complete, manufacturers will not be able to build advanced set-top boxes for a retail market. In another effort intended to facilitate retail availability of set-top boxes, cable operators announced an initiative to encourage their set-top box suppliers to make their digital set-top boxes with embedded security available at retail.

The growth of non-cable MVPD subscribers continues to be primarily due to the growth of DBS. DBS appears to attract former cable subscribers and consumers not previously subscribing to an MVPD. The continued growth of DBS is, in part, attributable to the authority granted to DBS operators to distribute local broadcast television stations in their local markets by the Satellite Home Viewer Improvement Act of 1999 (“SHVIA”). Between 2000 and 2001, the number of DBS subscribers grew from almost 13 million households to about 16 million households, which is nearly two and a half times the cable subscriber growth rate. DBS subscribers now represent 18.2 percent of all MVPD subscribers. Over the last year, the number of subscribers to, and market shares of, MMDS, SMATV, and OVS have remained relatively stable. However, the number of HSD subscribers continues to decline.

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According to the Bureau of Labor Statistics, between 2000 and 2001, cable prices rose 4.24 percent compared to a 3.25 percent increase in the Consumer Price Index (“CPI”), which measures general price changes. Concurrently with these rate increases, capital expenditures for the upgrading of cable facilities increased, the number of video and non-video services offered increased, and programming costs increased. It is important to note that Cable operators’ pricing decisions may be affected by direct competition. Available evidence indicates that when an incumbent cable operator faces “effective competition,” as defined by the Communications Act, it responds in a variety of ways, including lowering prices or adding channels without changing the monthly rate, as well as improving customer service and adding new services such as interactive programming.

The most significant convergence of service offerings continues to be the pairing of Internet service with other service offerings. There is evidence that a wide variety of companies throughout the communications sector are providing multiple services, including data access. Cable operators continue to expand the broadband infrastructure that permits them to offer high-speed Internet access. The most popular way to access the Internet over cable is still through the use of a cable modem and personal computer, though a small number of users continue to access the Internet through their television and a specially designed set-top box, rather than the personal computer. Virtually all of the major MSOs offer Internet access via cable modems in portions of their service areas. Like cable, the DBS industry is developing ways to bring advanced services to their customers. For example, DirecTV currently offers a satellite-delivered high-speed Internet access service with a telephone return path called DirecPC. EchoStar now offers its subscribers a similar service, called Starband, in cooperation with a subsidiary of Gilat. Many SMATV operators offer local and long distance telephone service, and Internet access along with video service. In addition, digital technology makes it possible for MMDS operators, who provide video service in limited areas, to offer two-way services, such as high-speed Internet service and telephony. Broadband service providers are building advanced systems specifically to offer a bundle of services, including video, voice, and high-speed Internet access.

The number of satellite-delivered programming networks has increased by 13, from 281 in 2000 to 294 in 2001. Vertical integration of national programming services between cable operators and programmers remained at 35 percent after several years of decline. Although AT&T spun off its Liberty Media programming interests, Liberty Media is still included in this percentage since it owns several cable

Confidential Page 11. 9/20/02 United Telesystems, Inc. systems in Puerto Rico. In 2001, four of the top seven cable MSOs held ownership interests in satellite-delivered programming services. Sports programming warrants special attention because of its widespread appeal and strategic significance for MVPDs. Many of the total of 80 regional networks, 29 of which are sports channels, are owned at least in part by MSOs. There are also 29 regional and local news networks that compete with local broadcast stations and national cable networks.

The program access rules adopted pursuant to the 1992 Cable Act were designed to ensure that other MVPDs can access vertically-integrated satellite delivered programming on non-discriminatory terms. The terrestrial distribution of programming, including in particular regional sports programming, could have an impact on the ability of alternative MVPDs to compete in the video marketplace. Non-cable MVPDs continue to report that regulatory and other barriers to entry limit their ability to compete with incumbent cable operators. Non-cable MVPDs continue to experience some difficulties in obtaining programming from vertically integrated cable programmers and from unaffiliated programmers which continue to make exclusive agreements with cable operators. In MDUs, potential entry may be discouraged or limited because an incumbent video programming distributor has a long-term and/or exclusive contract. In addition, non-cable MVPDs report problems obtaining franchises from local governments and difficulties in gaining access to utility poles needed to build out their systems.

B. The Cable Television Industry

The cable industry has continued to grow in terms of homes passed, basic cable subscribership, premium service subscriptions, basic cable viewership, and channel capacity. The number of U.S. homes with at least one television ("TV households") was reported as 100.8 million during the 1999-2000 television season. During the 2000-2001 television season the number of TV households was reported as 102.2 million, an increase of 1.4 percent. The number of homes passed by cable was approximately 96.6 million at the end of 1999, 103.2 million at the end of 2000, and by the end of June 2001 was estimated to be 104 million. The most widely used industry measurement of cable availability, however, is the number of homes passed expressed as a percentage of TV households. Based on data from Paul Kagan Associates, homes passed as a percentage of TV households was estimated to be 97.1 percent as of June 2001.

Basic cable penetration, the ratio of the number of cable subscribers to the total number of households passed by the system, has declined slightly between 2000

Confidential Page 12. 9/20/02 United Telesystems, Inc. and 2001. Deployment of advanced broadband service offerings, however, continued during the same period. These services include offerings of digital video, Internet access through cable, interactive cable, and facilities-based broadband telephony. Cable television subscribership grew from 67.3 million subscribers at the end of 1999 to 68.5 million subscribers at the end of 2000, an increase of 1.8 percent. It continued to grow to an estimated 69 million subscribers by June 2001, a six month increase of approximately 0.7 percent. Cable penetration declined between 1999 and 2000, decreasing from 69.7 percent at the end of 1999 to 66.4 percent at the end of 2000, and 66.3 percent by June 2001. The percentage of TV households subscribing to cable also decreased over the last year, declining from 67.3 percent in 1999 to 64.4 percent of all TV households by the end of 2000 and 2001. The number of homes subscribing to one or more premium cable services increased from 35.5 million homes at the end of 1999 to 36.8 million homes at the end of 2000, an increase of 3.7 percent. In 2001, premium cable subscribers increased again, reaching 37.2 estimated subscribers, a six-month increase of about one percent. The number of premium services to which homes are subscribing (known as "premium units") increased 4.9 percent by the end of 2000 to 55.6 units and by June 2001, to 56.4 units.

In 2000, the cable industry spent a total of $15.5 billion on the construction of new plant, upgrades, rebuilds, new equipment, and maintenance of new and existing equipment. This represents a 45.9 percent increase over the $10.6 billion spent in 1999. Operators spent an estimated $14.7 billion in 2001, a decrease of 5.2 percent over 2000. Of the $14.7 billion to be spent industry-wide, approximately $850 million will be spent on new builds, $2.4 billion on rebuilds, $4.4 billion on upgrades, $4.4 billion on equipment and $2.6 billion on maintenance. A total of 48.8 million subscribers, or approximately 87 percent of all subscribers served by cable MSOs are served by systems that provided bandwidth of 550 MHz or higher, and more than 76 percent are served by systems that provided bandwidth of 750 MHz or higher. Cable operators have allocated this bandwidth in a variety of ways, using a portion of this bandwidth for the provision of analog video, and a portion for the provision of digital video, with the remainder allocated for services such as Internet access and telephony. For example, systems with 750 MHz system capacity on average allocated 478 MHz or approximately 80 channels to analog video. Also, on average, 750 MHz systems allocated 140 MHz for downstream digital video, which may yield a range of channels, depending on the modulation technique and compression ratio employed.

Viewership shares of non-premium cable networks have continued to grow

Confidential Page 13. 9/20/02 United Telesystems, Inc. over the past decade, while viewership shares of broadcast television stations have steadily declined. This trend continues. Audience share statistics for Monday through Sunday, 24 hours a day, show that non-premium cable audience shares rose 5.7 percent from an average 45.5 share between 1999 through 2000, to an average 48.1 share between 2000 and 2001. Broadcast television audience shares decreased 4.7 percent from an average 59.6 share from July 1999 through June 2000, to an average 56.8 share between 2000 and 2001.

Although the number of cable networks, on average, increased in 2000, several categories of networks decreased. For example, in 2000, the number of non- premium cable networks decreased from 147 to 130, an 11.6 percent decline. The number of premium networks also decreased during 2000, from 43 at year-end 1999 to 40 at year-end 2000. These decreases were coordinated to make room for the addition of digital tier channels for which there were, on average, none recorded in 1999, but 39 reported for 2000. The number of pay-per-view (“PPV”) services increased 4.8 percent in 2000 from 9 to 11 networks.

MSOs continue to spend substantially on maintenance, upgrades, rebuilds, and new services. In the case of Time Warner, AT&T, Comcast, and Cox, some or all of the expenditures in 2000 and 2001 were associated with commitments made by those MSOs pursuant to social contracts with the FCC. As of 2001, AOL Time Warner spent $2.2 billion by year-end. Comcast reported cable-related capital expenditures of $1.2 billion in 2000, and is expected to spend approximately $1.8 billion by the end of 2001. AT&T’s broadband unit reported capital expenditures of $4.2 billion in 2000, of which approximately $1.6 billion were related to the launch of new services and $1.3 billion for plant upgrades. AT&T Broadband spent $3.6 billion in capital in 2001, with the majority focused on providing advanced services and plant upgrades. Adelphia reported capital expenditures of approximately $1.5 billion in 2000. By year-end 2001, Adelphia spent a total of $2 billion. Cox reported total capital spending of $2.2 billion in 2000. By year-end 2001, Cox spent a total of $2 billion. Cablevision reported capital expenditures of about $912 million in 2000 and spent $1.1 billion in 2001. Charter reported cable-related capital expenditures of almost $2.83 billion in 2000, and spent approximately $2.9 billion during 2001.

Advanced services continue to be deployed at a rapid pace. With most systems able to deliver digital video, and many systems able to deliver cable modem and/or cable telephone service, MSOs are beginning to experiment with the deployment of other advanced service offerings such as video-on-demand (“VOD”) and Internet protocol (“IP”) telephony over cable systems.

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Most major cable operators currently offer a selection of digital video packages offered on the expanded capacity of cable systems that have converted to digital. The basic digital tier typically includes about 40 additional channels of audio and video. In addition, some MSOs have chosen to offer digital tiers of different genres, such as family, sports, or movie channels. Subscriber reception of digital video requires a set-top device to decompress and decode incoming digital signals and to translate the signals into the signals used by current television sets. While its primary purpose is to convert digital signals to analog form, these digital set-top boxes can allow cable operators to offer such additional services as PVRs, games, home networking, and e-commerce. The next generation set-top box were scheduled to be deployed in 2001, but its release has been delayed and is expected it will be deployed in 2002. Cable operators are still providing set-top boxes to the consumer for a monthly fee; though the FCC has undertaken a proceeding to facilitate retail availability of these devices to consumers. The FCC continues to evaluate its rules to determine whether changes are required to meet the statutory objective of creating a retail market for navigation devices. As of year-end 2000, it was estimated that there were more than 8.7 million digital video subscribers and reached 15.1 million by the end of 2001.

As of year-end 2000, Cox reported approximately 840,000 digital video subscribers and as of 2001, Cox reported approximately 1.3 million subscribers. Comcast reported 2.2 million digital video subscribers in 2001. Adelphia had approximately 1.8 million digital video subscribers by year-end 2001. As of year- end 2000, AOL Time Warner had more than 1.7 million digital video subscribers and by year-end 2001, AOL Time Warner had more than three million digital video subscribers. AT&T reported 3.5 million digital video subscribers as of year-end 2001. Charter Communications provided digital video service to approximately two million subscribers by year-end 2001. Cablevision was only conducting technical trials of digital video service in early 2001, but it offered the service commercially in October 2001 and had 50,000 digital video subscribers by year-end 2001.

VOD services allow subscribers to view movies at any time or on a time- staggered basis from a library of options. Many of the top MSOs are conducting trials of VOD or have moved to commercial offerings in some markets. VOD generated revenues of more than $65 million by year-end 2001 and is expected to generate revenues of $420 million in 2002. Cox continues to test VOD in its Hampton Roads Market, and has begun a market rollout in its San Diego markets. Comcast is currently conducting trials of VOD service in four markets and offered

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VOD to two million customers by year-end 2001. Adelphia has also been testing VOD in its Cleveland Heights, Ohio, market, covering an initial 1000 suburban Cleveland homes, with a planned commercial roll out to all its Cleveland area systems encompassing 284,000 cable subscribers. Charter has deployed VOD service in several of its major markets and by year-end 2001, it had VOD available to almost 40 percent of its customer base. Charter expects to complete VOD rollout in all its markets by year-end 2002. Time Warner Cable is continuing the trials it started last year in Tampa Bay/St. Petersburg, Florida, Honolulu, Hawaii; and Austin, Texas. The company is also conducting a subscription VOD trial in its Columbia, South Carolina, market featuring on-demand access to a library of HBO programming for an additional monthly fee of $3.95. AT&T is test marketing VOD is certain markets.

In October 2001, Comcast announced the launch of an HDTV service to more than 1.3 million customers. The service will provide access to high-definition broadcasts of ABC, NBC, CBS, HBO, and Showtime. Since most commercial television sets do not have built-in HDTV tuners, Comcast will make set-top tuners available to customers. Comcast digital cable customers who have HDTV-ready sets will now be able to rent or purchase a set-top box similar to their current digital tuner, which will allow them to view all channels broadcast in high-definition. Time Warner has agreed to carry HDTV signals that will be broadcast by television stations owned and operated by the ABC, CBS, NBC, and Fox networks, and also by nearly all public television stations, in Time Warner Cable’s operating areas. Time Warner Cable is also carrying the HDTV versions of HBO and Showtime in certain areas.

While dial-up Internet access remains the most popular way to access the Internet, as of year-end 2000, 84.6 percent of all Internet households were accessing the Internet using dial-up modems. It is projected that telephone dial-up will remain the principal means of accessing the Internet until about 2004, when it is expected that only 44.4 percent of Internet households will use dial-up access, with the remaining 55.7 percent accessing the Internet through broadband facilities. While cable modem access is the primary means of accessing the Internet over broadband networks, cable’s share of the broadband Internet access market continues to decrease. DSL is the most significant broadband competitor to cable modem service. As of year-end 2000, cable modem service was available to 58.5 million homes and there were approximately 3.9 million cable subscribers, whereas DSL was available to 37.6 million homes and had approximately 1.9 million subscribers. As of year- end 2001, cable modem service was available to more than 81 million homes with

Confidential Page 16. 9/20/02 United Telesystems, Inc. more than 7.2 million subscribers, whereas DSL is expected to be available to as many as 51.5 million homes with approximately 4.3 million subscribers. Satellite and wireless technologies currently have eight percent of the market and are not expected to increase market share over the next several years.

CableLabs created the cable modem standard, DOCSIS (Data Over Cable Service Interface Specification) in an effort to ensure the interoperability and retail sale of cable modem technologies. Equipment conforming to the DOCSIS standard is eligible to be CableLabs Certified. There are now 193 cable modems and 26 cable modem termination systems that have been certified by CableLabs on the DOCSIS 1.0 standard. As of 2001, certification for DOCSIS 1.1 had begun, and as of December 2001, seven companies had achieved certification for nine modems that comply with the DOCSIS 1.1 specification, and two more companies had gained qualification status for their DOCSIS 1.1 cable modem termination systems. In August 2001, CableLabs announced the establishment of DOCSIS 2.0, which incorporates standards to increase cable bandwidth for data transmissions without requiring any physical rebuilding of cable networks. Certification testing for DOCSIS 2.0 equipment is expected sometime next year.

Virtually all the major MSOs offer cable modem service in portions of their nationwide service areas. As we reported last year, unlike high-speed access offered over the telephone network where the customer can select the Internet Service Provider (“ISP”) of his own choice, the cable ISP is selected by the cable provider and offered to customers in that cable operator’s individual regions. Most cable operators offer only one ISP to customers in a given system, although there has been a move recently within the industry to offer multiple ISPs to customers in a given cable system. For example, pursuant to its merger obligations with the Federal Trade Commission, AOL Time Warner has announced that, in addition to Road Runner, it will carry the AOL Internet service as well as unaffiliated ISPs Earthlink and Juno. In September 2001, AOL Time Warner started selling Earthlink high-speed access over its cable lines in Columbus, Ohio, and Syracuse, New York. AOL Time Warner plans to sell Earthlink high-speed service in numerous additional Time Warner markets by year-end. In addition, AT&T voluntarily conducted a technical and operational multiple-ISP trial in Boulder, Colorado, with plans for the commercial rollout of multiple-ISP service in several major cable markets by mid-2002.

Many MSOs have offered high-speed Internet access through Excite@Home, which filed for bankruptcy in September 2001. As a result, in December 2001, AT&T terminated its @Home service and switched its subscribers to its own

Confidential Page 17. 9/20/02 United Telesystems, Inc. network, while other MSOs will continue to provide @Home service until February 28, 2002, when they will have transitioned their subscribers to other services. Cox has traditionally offered high-speed Internet access service either under the brand Cox@Home, Road Runner, or Cox Express. However, following the bankruptcy of Excite@Home, Cox announced that it plans to migrate all of its current high-speed cable modem subscribers to Cox’s proprietary high speed network. In addition, Cox has begun a technical trial with AOL and EarthLink in its El Dorado, Arkansas, system. Comcast also announced that it plans to migrate its current Comcast@Home subscribers to its own high-speed network. Additionally, in November 2000, Comcast announced that it will offer Juno Express in a trial to take place in its Philadelphia area system. In March 2001, Earthlink announced that it also would participate in that trial.

As of year-end 2000, Cox had approximately 480,000 high-speed data subscribers, and 880,000 high-speed data subscribers as of the end 2001. Comcast had approximately 950,000 high-speed data subscribers by year-end 2001. AT&T had approximately 1.3 million broadband data subscribers by year-end 2001. Cablevision had 475,000 subscribers by year-end 2001. Charter had, by year-end 2001, 575,000 high-speed data subscribers. AOL Time Warner had 1.4 million subscribers to its own cable modem service by year-end 2001. Adelphia had 375,000 by year-end 2001.

A small portion of cable Internet access continues to be delivered through a television receiver rather than a personal computer. These services typically do not provide complete access to the Internet, but provide such basic applications as e- mail, Web browsing, and “hyperlinking” technology. Many of these services are now considered by industry analysts to be interactive television (“ITV”) services, instead of Internet access services. Nationwide providers of such service include WebTV, Worldgate, and America Online which provides AOLTV. Wink Communications offers a similar product marketed primarily as an interactive tool for the enhancement of multichannel video programming. Charter is planning to roll out an interactive television service called Digeo Broadband which will provide interactive television and limited Internet functionality including e-mail, chat, and news and travel information.

Circuit-switched telephony still is the only type of commercially-deployed cable telephony available, but trials continue for cable-delivered IP telephony. MSOs, such as Cox and AT&T, continue to deploy circuit-switched cable telephony, and others, such as Cablevision and Comcast, offer cable telephony where it has

Confidential Page 18. 9/20/02 United Telesystems, Inc. already been deployed. Several MSOs, including AT&T, AOLTW, Comcast, and Charter, are currently testing IP telephony, while Cox has plans for IP telephony trials in 2002. CableLabs is managing a project, called PacketCable, aimed at identifying, qualifying, and supporting products that support Internet over cable- based multimedia services such as IP telephony. In May 2000, CableLabs announced the release of the final feature set for PacketCable residential IP voice service. Following that, CableLabs released draft compliance test plans for PacketCable interface specifications. In May 2001, the Society for Cable Telecommunications Engineers (“SCTE”) and the European Telecom Standards Institute (“ETSI”) announced a set of new technical standards for offering IP telephony based on PacketCable technical standards established by CableLabs. In March 2001, leaders in the IP telephony market congregated for the World Telecom Policy Forum in Geneva, Switzerland to discuss the future regulatory environment in IP telephony.

As one of the first cable operators to offer a telephony product, Cox Communications has long been regarded as the leader in cable telephony deployment. As of 2001, Cox provided facilities-based cable telephony services to approximately 344,000 subscribers nationwide. Cox reports an average 14.5 percent penetration in areas where its local telephone service is available. Cox expects to start testing IP telephone service in 2002. AT&T provided telephone services to more than 848,000 customers, as of June 30, 2001. In addition to circuit-switched technology, AT&T has also been pursuing Internet voice applications for cable telephony. In March 2000, AT&T purchased a 32 percent equity investment in Net2Phone giving it a 39 percent voting stake. In January 2001, it announced that it would expand its trial of local Internet telephone service to the Rochester, New York, area from its initial test site in Portland, Maine. The service, called Line Runner, is being marketed to Road Runner customers as a second line service only.

As a result of its acquisition of Jones Intercable in March 2000, Comcast now has 15,000 cable telephony customers in the Washington, D.C., metropolitan area. Comcast also offers telephony service in Florida and Michigan. Although Comcast is not interested in deploying circuit-switched service of its own, it has chosen to maintain the service where it has already been deployed. Cablevision offers limited facilities-based residential circuit-switched telephony in New York through its commercial telephone business, Lightpath. As of 2001, Lightpath reported almost 12,500 cable telephony customers, representing 8.2 percent penetration of the 153,000 homes marketed. Charter Communications is not presently pursuing commercial deployment of circuit-switched cable telephony. However, since

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December 1999, Charter has been testing IP telephony in several field trials.

Over the last several years, cable operators have been upgrading their systems so that they can offer digital video, access to the Internet, and telephone services. Over the past year, the MSOs have proven that they can successfully deploy multiple services, although some services, such as telephony, have not been as profitable as once expected. However, MSOs have found value in all their advanced services as a way to reduce basic cable video churn. For example, Adelphia is proposing to offer video-on-demand as an adjunct service to premium service subscribers, perhaps as a means of retaining premium subscriptions. In addition, several analysts note that cable telephony is valuable as a tool to increase video penetration and lower customer loss, especially to DBS. While individually some advanced services are not considered particularly lucrative to the MSOs, these services appear to be valuable as a package.

Cable operators incurred expenses of approximately $8.9 billion for producing and acquiring programming in 2000. Approximately $6.4 billion of these expenses were license fees paid by the basic cable networks to obtain programming, and approximately $2.2 billion were license fees paid by premium cable services. Approximately $148 million of these expenses were for the production of original programming. Reported estimates indicate that these programming network expenses will total $9 billion by year-end 2001.

Data concerning cable industry revenue, cash flow, and stock prices indicate that the cable industry growth slowed significantly in 2001. Relative to major market indices, cable stocks, as represented by the Kagan MSO Index, performed below average in 2000 and in 2001. Annual cable industry revenue grew 3.7 percent in 2000 over 1999, reaching $38.1 billion. By the end of 2000, revenue per subscriber grew almost two percent to $561.38 per subscriber per year, or $46.78 per subscriber per month. Analysts estimate that 2001 year-end total revenue will reach nearly $44 billion, an estimated 15.4 percent increase over 2000, and that revenue per subscriber per year will reach approximately $637.33, or $53.11 per subscriber per month.

When cable system revenue is classified by source, home shopping revenue demonstrated the greatest percent increase in 2000. Commissions from home shopping increased nearly 30 percent in 2000, from $185 million in revenue in 1999 to $239 million in 2000. Advanced video services increased 3.7 percent in 2000 after having experienced 338 percent growth in 1999. Analysts expect advanced

Confidential Page 20. 9/20/02 United Telesystems, Inc. video services to grow nearly 175 percent in 2001 to reach just over $5.5 billion in revenues for the year. The PPV sector, typically volatile, demonstrated a 20 percent decline in revenues in 2000, but analysts expect PPV revenue to increase in 2001, growing an estimated 44 percent, to over $1 billion in annual revenue. Equipment and installation revenue declined over 13 percent in 2000, from $2.8 billion in annual revenue in 1999 to a little more than $2.4 billion in 2000. Industry analysts predict this revenue sector will increase slightly in 2001 to an estimated $2.5 billion. Annual revenue from local advertising increased from $2.7 billion in 1999 to $3.2 billion in 2000, a 20.7 percent increase, and analysts expect local advertising revenue to increase 13 percent over the next year to reach $3.7 billion in revenues by year- end 2001. Revenue from the basic service tier (“BST”) and from the cable programming service tier (“CPST”) combined grew from $23.1 billion in 1999 to $24.7 billion in 2000, a 6.9 percent increase, and analysts expect these revenues to increase to $26.1 billion by year-end 2001.

Cash flow is often used to assess the financial position of cable firms. Cash flow is generally expressed as “EBITDA” (earnings before interest, taxes, depreciation, and amortization). Industry-wide cash flow increased 6.5 percent between the end of 1999 and the end of 2000, from $15.6 billion to $16.6 billion. Cash flow will increase an estimated 10 percent, reaching $18.3 billion by year-end 2001. In 2000, the cable industry generated $244.64 in annual cash flow per subscriber, $10.76 higher per subscriber than the $233.88 per subscriber generated in 1999. In 2001, cash flow per subscriber per year increased by $20.17, reaching $264.81. The ratio of cash flow to revenue (“cash flow margin”) increased from 42.4 percent in 1999 to 43.6 percent in 2000 and decrease to 41.5 percent by year- end 2001.

After reaching its all-time high in January 2000, cable stock values, as represented by the Kagan MSO Stock Index, declined throughout 2000 and 2001. Unlike past years, when there were many precipitating events causing the sell-off of cable stocks, cable’s current downturn seems to be more in step with the overall trends of the economy. But despite currently depressed stock prices, analysts are optimistic about cable’s future as the cable companies have proven that they can successfully roll out new services with the synergistic effects of bundling. Even in the face of competition from DBS and other providers, analysts are encouraged by continued advanced service revenue growth.

Over the last several years, the number of acquisitions and exchanges between MSOs has declined, though there have been a number of mergers among large

Confidential Page 21. 9/20/02 United Telesystems, Inc. operators. The number of systems sold decreased between 1998 and 1999 from 119 to 92 systems. Between 1999 and 2000, the number of systems sold decreased from 92 to 47 systems, and between January and June 2001, there were 23 transactions. The total number of subscribers affected by system transactions and the average size of systems sold (measured by the number of subscribers per system) continues to vary greatly from year to year. Smaller cable operators, however, are often unable to take advantage of the efficiencies that come from clustering, and thus are more susceptible to financial difficulties. In the past year, small operators Galaxy Telecom, Inc., and Classic Communications faced such difficulties often seen among small MSOs. Some of the assets of these operators were sold to larger MSOs, further consolidating the industry.

While the number of subscribers affected by system transactions decreased between 1999 and 2000, from 18.3 million to 10.5 million, the average size of traded systems increased from approximately 199,000 subscribers per system sold in 1999 to approximately 223,000 subscribers per system sold in 2000. In 2001, the average number of subscribers per system transaction was approximately 176,000. The total dollar value of transactions decreased between 1999 and 2000 from $73 billion at year-end 1999 to $62.1 billion at the end of 2000. The total dollar value of transactions in 2001 was approximately $15 billion.

The cable industry typically has relied on combinations of private and public financing, with the distribution of these combinations varying greatly from year to year. These year-to-year fluctuations in financing sources appear to be based on the availability of acceptable financing rates through private investors or capital lending institutions, and the attractiveness of debt and equity offerings. During 2000, the cable industry acquired approximately $380 million in public equity offerings (i.e., sale of stock), $101 million in private equity (i.e., financing from individuals, private corporations, venture capital firms and investment banks), $2.8 billion in private debt (i.e., banks and other borrowings), and $4.2 billion in public debt (i.e., sale of public bonds).

C. Direct-to-Home (“DTH”) Satellite Service (DBS and HSD)

Video services are available from high power DBS satellites that transmit signals to small DBS dish antennas installed at subscribers’ premises, and from medium and low power satellites requiring larger satellite dish antennas. DBS currently has over 16 million subscribers, an increase of approximately 24 percent since 2000. Between 2000 and 2001, the number of HSD subscribers, measured as

Confidential Page 22. 9/20/02 United Telesystems, Inc. the number of HSD users that actually purchase programming packages, declined from 1.5 million to one million, a decrease of 32 percent. DirecTV and EchoStar are each among the ten largest providers of multichannel video programming service. In 2001, DBS represented a 18.2 percent share of the national MVPD market and HSD represented another 1.1 percent of that market.

In 1999, DirecTV merged with United States Satellite Broadcasting Co., Inc. (“USSB”) and acquired PrimeStar. There are now over ten million DBS subscribers (EchoStar, DirecTV, and PrimeStar’s subscribers being transitioned to DirecTV’s service), an increase of approximately 39% over the past eighteen months. The number of HSD subscribers, measured as the number of HSD users that actually purchase programming packages, has declined from 1.8 million to 1.5 million, which is likely due to subscribers switching to DBS. DirecTV and EchoStar are among the ten largest providers of multichannel video programming service. DBS represents a 15.4% share of the national MVPD market and HSD represented another 1.8% of that market.

On October 28, 2001, General Motors Corp. (“GM”) and its subsidiary Hughes Electronics (“Hughes”) together with EchoStar Communications Corporation (“EchoStar”) announced the signing of definitive agreements that provide for the spin-off of Hughes from GM and the merger of Hughes with EchoStar. The combined company would use the EchoStar name and adopt the DIRECTV brand for its services and related products. The merger would create the nation's second-largest pay television platform with more than 16.7 million subscribers, of which 1.8 million subscribers are National Rural Telecommunications Cooperative (NRTC) and affiliates, and 14.9 million subscribers are owned-and-operated by the combined company. Cable TV companies presently control more than 80 percent of the U.S. pay television market, while a combined EchoStar-Hughes would provide service to about 17 percent of the market.

The spin-off of Hughes from GM would result in current holders of Class H common stock receiving one share of new Hughes Class C common stock in exchange for each share of Class H stock held prior to the spin-off. The merger of Hughes and EchoStar would result in Hughes being the surviving entity and taking the name EchoStar Communications Corp. Holders of Class A EchoStar common stock prior to the merger would receive 1.3699 shares of the new EchoStar in exchange for each share of Class A EchoStar common stock held prior to the merger. Based on the closing price of EchoStar common stock of $25.26 on Oct.

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26, 2001, the transaction would provide a value of approximately $18.44 per GMH share, representing a 20-percent premium. As of Oct. 26, 2001, the implied market capitalization of Hughes was approximately $21.3 billion and the market capitalization of EchoStar was approximately $12.1 billion. The transaction is expected to require approximately $5.5 billion of total financing, which EchoStar expects to fund in the capital markets prior to closing. Completion of this financing has been backstopped by a bridge commitment of approximately $2.75 billion from Deutsche Bank, and a bridge commitment of approximately $2.75 billion from General Motors, the latter of which the parties plan to replace with a commitment from one or more other leading financial institutions in the near future. The GM bridge commitment is secured by a pledge of $2.75 billion of EchoStar stock held by a trust controlled by EchoStar Chairman and Chief Executive Officer Charles Ergen. The transaction is subject to a number of conditions, including approval by a majority of each class of GM shareholders -- GM $1-2/3 and GM Class H -- voting both separately as distinct classes, and also together as a single class. Approval of the majority of EchoStar's voting shares has already been given by written consent. The proposed transaction also is subject to regulatory clearance under the Hart- Scott-Rodino Act and approval by the Federal Communications Commission. The transaction is also contingent upon the receipt of a favorable ruling from the Internal Revenue Service that the separation of Hughes from GM will qualify as a tax-free spin-off for U.S. Federal Income Tax purposes. The transaction is currently expected to close in the second half of 2002.

D. Wireless Cable Systems

Currently, the wireless cable industry (“MMDS”) provides competition to the cable industry in limited areas. MMDS subscribership is at approximately 700,000 subscribers, falling from 821,000 between 1999 and 2001. With the advent of digital MMDS and the FCC’s authorization of two-way MMDS service, it appears that most MMDS spectrum eventually will be used to provide high-speed data services. Wireless cable represented an 8% share of the national MVPD market in 2001.

E. SMATV Systems

SMATV systems, also know as private cable operators, use some of the same technology as cable systems, but do not use public rights-of-way, and focus principally on serving subscribers living in multiple dwelling units (“MDUs”). As of

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2001, SMATV subscribership remained unchanged from last year at 1.5 million subscribers, representing approximately 1.7% share of the national MVPD subscribership, dropping from 1.8% in 2000.

F. Broadcast TV

Broadcast networks and stations are competitors to MVPDs in the advertising and program acquisition markets. Broadcast networks and stations also are suppliers of content for distribution by MVPDs. In addition, they supply video programming directly to those television households that are not MVPD subscribers and to television sets in MVPD households that are not connected to such service. In this regard, one study estimates that 81 million, or approximately 30 percent of the nation’s 267 million television sets, receive broadcast signals over-the-air. The broadcast industry has continued to grow in the number of operating stations (from 1,663 in 2000 to 1,678 in 2001) and in advertising revenues ($41 billion in 2000, a 12.2 percent increase over 1999). Audience levels, however, continue to decline. During the 2000-2001 television season, the seven television networks accounted for a 57 percent share of prime time viewing for all television households, compared to a 59 share a year earlier. Broadcast television stations continue to deploy digital television (“DTV”) service. Eighty-three percent of the more than 1,300 commercial television stations have been granted a DTV construction permit or license and 229 are currently on the air with DTV operation.

G. Local Exchange Carriers

The 1996 Act expanded opportunities for LECs to enter the market for the delivery of video programming. In recent years, the most aggressive LECs were reducing or terminating their efforts in the video marketplace. In 2001, ILECs have largely exited the video business, instead mainly reselling DBS service. While almost completely exiting the video programming business in 2001, BellSouth is reselling DBS service and, while at least one of the systems is currently for sale, continues to operate some overbuild cable systems in limited areas. A number of smaller LECs are offering, or preparing to offer, MVPD service over telephone lines. Some CLECs, most notably RCN, continue to pursue MVPD entry. Previously, Ameritech, now owned by SBC, was the most significant LEC provider of in-region cable service. In the past year, SBC sold these systems to WideOpenWest, which is considered a BSP and discussed below. Qwest Communications International (formerly US West) continues to offer video, high-speed Internet access, and telephone service over existing copper telephone lines using very high-speed digital

Confidential Page 25. 9/20/02 United Telesystems, Inc. subscriber line (“VDSL”) in Omaha and Phoenix. Reports indicate that 40 to 50 LECs, mostly small, also are using VDSL to offer a bundle of services, including video, over telephone lines.

H. Open Video Systems

In the 1996 Act, Congress established a new framework for the delivery of video programming called the open video system (“OVS”). Under these rules, a LEC or other entrant may provide video programming to subscribers, although the OVS operator must provide non-discriminatory access to unaffiliated programmers on a portion of its channel capacity. Several BSPs, including some that are CLECs, operate open video systems, hold OVS certifications, or hold local OVS franchises. RCN is by far the largest OVS operator in the country.

I. Internet Video

As of 2001, 58 percent of the U.S. population has Internet access at home with 50 million households owning personal computers. Real-time and downloadable video accessible over the Internet continues to become more widely available and the amount of content also is increasing. Despite the evidence of increased interest in Internet video deployment and use, the medium is still not seen as a direct competitor to traditional video service. Broadcast quality Internet video requires a high-speed broadband connection at speeds which most current broadband providers cannot guarantee. Investment and development of Internet video services is continuing, however, video offered over the Internet still remains less than broadcast quality.

J. Home Video Sales and Rentals

Sale and rental of home video, including videocassettes, DVDs, and laser discs, should be considered part of the video marketplace because they provide services similar to the premium and pay-per-view offering of MVPDs. About 90 percent of all U.S. households have at least one VCR. The number of homes with DVD players has grown rapidly since their introduction, with the number of homes with DVD players expected to reach 25 million by the end of 2001. The newest home video is the personal video recorder (“PVR”). One source reports that 500,000 PVRs have been sold since they were introduced two years ago. A PVR can pause, rewind, and perform slow motion and instant replay of a live program, thereby allowing a viewer to watch earlier portions of a program while later portions of the program are still being broadcast. A PVR is intended for use with a service that

Confidential Page 26. 9/20/02 United Telesystems, Inc. provides an onscreen programming guide service through a telephone connection. This technology can be used to create a personal menu and can learn to record based with a viewer’s television preferences.

K. Facility Based Competitive Broadband Service Providers (BSP’s)

1. Overview

Since 1995, competing franchises have been awarded covering over 369 communities in 34 states, with the potential to pass 18.5 million homes. However, not all of the franchises awarded are currently operational. After a franchise is awarded, it can take a significant amount of time for the franchisee to build, or gain access to, a network over which to provide video service. The importance of competitive broadband service providers that are overbuilding existing cable systems with state-of-the-art systems that offer a bundle of telecommunications services, including video, voice, and high-speed Internet access, continues to grow. BSPs are carefully selecting which communities to serve, based on factors such as favorable demographics and high population density. Their strategy is to increase per subscriber revenue and decrease churn. Yet, BSPs face considerable challenges inherent in entering markets with entrenched competitors. RCN is the largest BSP, serving approximately 443,000 subscribers in New York City, Washington, D.C., and surrounding suburbs, South San Francisco, Boston and its suburbs, Northern New Jersey, and suburbs of Philadelphia. WideOpenWest (“WOW”) recently became the second largest BSP with its acquisition of the former Ameritech cable systems, which serve about 300,000 subscribers. In addition, WOW is constructing systems in selected metropolitan Denver communities. The third largest BSP is Knology, which operates or is building systems in the Southeast, and currently serves 110,000 subscribers.

Other planned overbuilds include Intertech Private Cable, which will compete head-to-head with Adelphia in Kenmore, New York. It will offer ten more channels than Adelphia at a rate that is $5 less than Adelphia’s current rate. 21st Century has invested $250 million in fiber network in a portion of Chicago, where it offers cable television, Internet access, and telephone service. 21st Century plans to propose overbuilds in other portions of Chicago to compete head-to-head with AT&T. RCN passes 425,000 homes and serves 270,000 OVS and cable subscribers. RCN provides service to areas surrounding the City of Boston, the New York City metropolitan areas, and the surrounding areas of Washington, D.C. RCN extended its operations to San Francisco and Philadelphia. RCN offers Internet access, and

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Several electric and gas utilities continue to move forward with ventures involving multichannel video programming distribution. The electric utilities possess characteristics that could potentially help them become a significant competitive player in the video services market. Many already possess fiber-optic networks throughout the public rights-of-way in their service areas. Some of these characteristics, such as ownership of fiber optic networks and access to public rights- of-way, make them competitively significant. Some utilities offer telecommunications services on their own, while others partner with broadband service providers, such as Starpower, RCN’s joint venture with PEPCO. A number of utilities have announced, commenced, or moved forward with ventures involving multichannel video programming distribution. Starpower, a joint venture between RCN and PEPCO, has begun to offer video, telephone, and Internet services in the Washington, D.C. area. Seren, a wholly-owned subsidiary of Minneapolis-based Northern States Power, is currently offering cable and high-speed data access as a competitive operator in several Minnesota communities and plans to expand its service. It also appears that utilities, particularly municipal utilities, are willing to build advanced telecommunications networks to offer a full range of services where incumbent cable operators and telephone companies are not. Others, including several municipal utilities in Alabama, Arkansas, California, Florida, Georgia, Iowa, Kentucky, Missouri, Ohio, Oregon, Tennessee, Texas, and Virginia are currently or planning to provide broadband and telecommunications services to customers. Reports indicate that 357 municipalities currently offer communications services.

New municipal overbuild activity continues to grow. In Wadsworth, Ohio, the city’s system has 2,228 customers. The city of Lebanon, Ohio, began serving cable subscribers in 1999. Both of these Ohio systems are competing with the incumbent cable operator, Time Warner. In Georgia, the cities of Acworth, Cairo, Camilla, Elberton, Moultrie, Newnan, Tifton, and Thomasville have constructed and launched systems. The Scottsboro Electric Power Board has constructed a municipal system in Scottsboro, Alabama. In Tennessee, the cities of Fayetteville and Covington have launched systems and the city of Columbia is currently constructing a system. Other communities, such as Poplar Bluff, Missouri, Glasgow and Murray, Kentucky, Palo Alto, California, Hastings, Nebraska, and Spencer, Iowa, have also constructed community owned competitive broadband systems. The communities tend to build state-of-the-art, two-way systems that will provide a wide array of analog channels, digital channels, and high-speed Internet service. These entities compete with incumbent cable operators such as AT&T, Charter, and Mediacom. They plan to

Confidential Page 28. 9/20/02 United Telesystems, Inc. compete by providing better service at a lower price.

An indication that an overbuilt system may be in operation occurs when an incumbent provider asks the FCC to determine that effective competition exists within its service area. Such a determination exempts the cable operator from regulation of its rates. As of December 31 1999, the FCC had granted 63 petitions for determination of effective competition status on the basis of overbuild competition. A review of selected areas where incumbent cable operators face head- to-head effective competition is included herein. The case-by-case analysis shows that such competition often results in lower prices, additional channels at the same monthly rate, improved services, or additional non-video services. The FCC’s latest update of this information is late each year , with the last being the Seventh Annual Report on Competition in Video Markets.

Private broadband service providers are now developing competitive systems in the following service areas:

Augusta, GA – Knology Montgomery, AL – Knology Boston, MA – RCN Nashville, TN – Knology Boulder, CO – Seren New York – RCN Over 100 additional franchises - Charleston, SC – Knology WideOpenWest Chicago, IL – WideOpenWest Panama City, FL – Knology Clayton, CA – Seren Philadelphia, PA – RCN Cleveland, OH – WideOpenWest Pleasant Hill, CA – Seren Columbus, OH – WideOpenWest Portland, OR – RCN Columbus, GA – Knology San Francisco, CA - Seren Contra Costa County, CA – Seren Seattle, WA – RCN Danville, CA – Seren St. Cloud, MN. – Seren Denver, CO - Quest/Seren Tampa, FL – GTE Detroit, MI – WideOpenWest Thousand Oaks, CA - GTE Huntsville, AL – Knology Troy, AL - Harold Freeman Jefferson County, CO - WideOpenWest Waco, TX – ClearSource Knoxville, TN – Knology Walnut Creek, CA - Seren Los Angeles, CA – RCN Washington, DC – RCN

2. Incumbent Responses to Facility Based Competition

Following, is a description of a number of cases where the incumbent cable

Confidential Page 29. 9/20/02 United Telesystems, Inc. operator faced competition from a new entrant. UTI reports information gathered through comments filed in this proceeding, petitions filled with the Commission for a determination of effective competition, trade press reports, articles, and other publicly available sources.

Between July 2000 and June 2001, the Bureau granted 16 petitions for effective competition, representing 240 communities, based on competitive entry from LECs or their affiliates, DBS, and municipal operators. These communities represent approximately two percent of all cable subscribers. The differences between competition and general market responses based on technological advances, improved marketing, and new service opportunities are not always easy to distinguish. However, in communities where head-to-head competition is present, the incumbent cable operator has generally responded to competitive entry in a variety of ways, such as by lowering prices, providing additional channels at the same monthly rate, improving customer service, adding new services, or by challenging the legality of the entrant’s activities.

For example, in Boston, Massachusetts, in response to RCN’s entry, the incumbent cable operator in Boston, Cablevision of Boston (“Cablevision”), “moderated” its regional rate increase in the Boston area and agreed to improve its commitment to public and educational channels. RCN, a wholly owned subsidiary of RCN Telecom Services Inc., initially entered the Boston area market in 1996 as an OVS operator. It was granted a 15-year cable franchise by the City of Boston on July 27, 1999. By September 1999, RCN served a total of 11,000 subscribers in the Boston metropolitan area, including 5,000 subscribers in the City of Boston. By comparison Cablevision serves about 140,000 subscribers in Boston.

Because of its entry to the Boston area, the City of Boston was able to negotiate a franchise renewal with Cablevision that imposed obligations on the incumbent more favorable to the public than would otherwise have been possible. The franchise agreement requires Cablevision to upgrade its system capacity within three years to offer more channels, as well as local telephone and high-speed Internet access. Initially Cablevision took steps to prevent RCN from going forward by filing a lawsuit against RCN and the city. Cablevision created a barrier to entry by refusing RCN access to inside wiring in MDUs in the Boston area.

Lower monthly rates and added or improved services were also found in a number of other communities where the incumbent cable operator faced new entrants. For example, in Duluth, Georgia, the incumbent Rifkin & Associates,

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Inc./Cable Equities of Colorado, Ltd. (“Rifkin”) faced aggressive advertising aimed at its subscribers, accompanied by extensive press coverage in the local media, from new entrant BellSouth Interactive Media Services, Inc. (“BIMS”). In response to aggressive competition from BIMS, Rifkin upgraded its system and added 19 new channels -- nine new expanded basic channels, a low priced, three-channel new product tier, and seven PPV channels.

Similarly, in Somerville, Massachusetts, upon RCN’s entry, Time Warner, the incumbent, announced a rate freeze for only that area where it faced competition. In suburban Philadelphia, as a result of RCN’s entry, Comcast, the incumbent, began to offer “rate locks” and service improvements in the towns where it faced competition. In the Washington, D.C., area, as a result of entry by Starpower, an RCN affiliate, Comcast, the incumbent cable operator, reduced a previously proposed rate increase. In Fairfax County, a suburb of Washington, D.C., the incumbent Cox announced an upgrade of its plant in response to direct competition from RCN.

In some situations questions have been raised regarding the techniques used by incumbent service providers to forestall competition. In Scottsboro, Alabama, the Scottsboro Electric Power Board (“Scottsboro”) began construction of a new, municipally owned cable television system in Scottsboro because of widespread dissatisfaction with Falcon Cablevision (“Falcon”), the incumbent cable operator. In late 1999, Charter Communications (“Charter”) acquired Falcon’s operation in Scottsboro. After acquiring the system, Charter upgraded the system, is now able to provide cable modem service and digital programming at competitive rates, and began to engage in a course of conduct that is designed to terminate Scottsboro’s efforts to compete in the market and, moreover, to signal other would-be competitors that attempts to enter other Charter markets would lead to similar predatory practices.

Since beginning in April 2000, Charter offered a special rate of $19.95 per month for one year. It then allowed some customers to continue subscribing at that rate for a second year. In May 2000, Charter added one month of free service to the $19.95 rate. Charter’s special rates are available only to Scottsboro’s customers and are not available to all potential subscribers in Scottsboro. Charter normally charges $24.95 per month for its expanded basic service, which includes 200 channels comprised of 16 premium movie channels, 45 digital music channels, 16 educational channels, and 14 PPV channels. A digital receiver with remote and Charter’s on- screen guide are also included. Furthermore, Charter offers a $200 “bounty” to switch from Scottsboro to Charter, and an additional $200 if subscribers take its

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Internet service. In addition, Charter established a system under which it retired subscribers’ old debts. Scottsboro states that Charter’s special offerings have induced about 36 percent of Scottsboro’s customers to switch to Charter.

Charter has engaged in similar behavior against Knology’s systems in West Point, Georgia, and Montgomery, Alabama. Knology has provided cable service in West Point since 1998. In 1999, Charter purchased the incumbent cable system from Marcus Cable. After Knology entered the market, several rounds of lowering prices occurred until both providers were charging about $20 for expanded basic service. Charter did not offer the same discounted rates in nearby communities. According to Knology, in nearby communities, Charter’s prices ranged to more than $35 per month for expanded basic, more than the national average of $32.25. In addition, earlier this year, Charter began offering a “bounty” of $200 and free installation to any consumers that switched from Knology to Charter. Due to customers taking advantage of this offer, the effective cost of cable service was reduced to less than $4 per month. In Montgomery, Knology purchased an existing competitive system in 1997. When Charter acquired the incumbent cable system in 2001 from AT&T Broadband, it immediately lowered the price of its digital tier and offered consumers $300 to switch from Knology to Charter. According to Knology, Charter recently began to offer a “digital complete basic” service for less than $23 per month, which includes all analog expanded basic services, 50 channels available only on the digital tier, and 50 channels of digital music. In addition, Charter will forgive old debts to Charter or the system’s previous owner. Charter’s discounts and giveaways have reduced its prices below costs, even if only programming costs are considered. Charter is taking a significant loss on each new customer it takes from its competitors, but it may be able to recoup its losses once it has driven its competitors out of the market.

In communities where cable operators have faced competition for a substantial period of time, the initial competitive response generally gives way to a more mature form of competition that benefits both subscribers and operators. In Omaha, Nebraska, where Cox and Qwest have been competing for the past six years, both offer a bundle of video, telephony, and high-speed Internet access services to entice new customers and retain old ones. For example, Qwest’s phone customers pay $28.95 per month for 59 channels of basic cable service and $39.95 per month for cable modem service. For its part, Cox charges $33.95 per month for its 70 channel basic cable service and its cable modem service is $5.00 lower than Qwest’s charge for cable modem service. As result of this competition, cable penetration in the area has increased and “churn” has stabilized.

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As the cases presented above suggest, subscribers usually benefit from “head- to-head” competition. In communities where “head-to-head” competition has been sustained for a long period of time, customers generally receive lower monthly rates and better service, while operators generally enjoy higher penetration rates and lower churn rates. In some cases, particularly where a new entrant may appear vulnerable for financial or other reasons, the initial response of a large incumbent MSO to competition may be motivated by anticompetitive animus rather than legitimate business concerns. Because of the difficulty and cost of pursuing antitrust remedies, it may be that the target of anticompetitive conduct is without practical remedy.

The Scottsboro and Knology examples highlight the difficulties of new entrants that, for whatever reason, are capable of competing only within a confined geographic region. The vast resources of a large MSO may simply prove too much if brought to bear in a targeted fashion against a single system entrant. Moreover, the signal such targeting may send to others who would compete in the MVPD market, and particularly to the financial markets to which a new entrant may well be dependent for resources. It is not clear that the FCC has specific statutory authority to address these kinds of problems directly. There has been some suggestion that our authority to prohibit anticompetitive acts or unfair practices under section 628 of the Act would reach targeted and predatory competitive responses. Alternatively, it the FCC may be required to seek additional authority from Congress in order to combat such practices, which tend to limit competition and discourage new entry.

3. Additional Competitive Market Case Studies

A number of cases have been examined where an incumbent cable operator faced “head-to-head” competition from one of a variety of new entrants including municipalities, LECs, public utilities, and DBS operators. In communities where head-to-head competition is present, the incumbent cable operator has responded to competitive entry in a variety of ways, such as by lowering prices, providing additional channels at the same monthly rate, improving customer service, or adding new services including high speed Internet and telephone services.

Following, are descriptions of the initial response of both incumbents and new entrants in several local franchise areas where the incumbent cable operator is facing competition from a new entrant. The samples of competitive responses discussed below include localities in which an incumbent cable operator was found by the FCC to face effective competition from a new entrant, as well as communities for which a

Confidential Page 33. 9/20/02 United Telesystems, Inc. petition for effective competition has been filed and is pending before the FCC. These case studies examine situations in which an incumbent is faced with effective competition from a single new entrant, and do not necessarily reflect potential competitive responses if an area was to have more than one effective competitor.

a. Royal Oak, Huntington Woods, and Clawson, Michigan

Ameritech New Media (“Ameritech”), a subsidiary of an LEC, was awarded a cable franchise in June 1997 by the City of Royal Oaks, Michigan. In July 1997, Ameritech was granted cable franchises by the Cities of Huntington Woods and Clawson, Michigan. Ameritech began offering video services to Royal Oaks in December 1997, to Clawson in March 1998, and to Huntington Woods in April 1998.

TCI Cablevision of Oakland County, Michigan, is the incumbent cable operator in all three communities. According to TCI, Ameritech has reached penetration levels of 44%, 32% and 40.5% in Royal Oaks, Huntington Woods, and Clawson, respectively. TCI’s penetration rates are 51.8% in Royal Oaks, 66.1% in Huntington Woods, and 52.9% in Clawson.

As of 1998, Ameritech charged $9.95 per month for its basic tier which included primarily local broadcast channels. Its “Americast” expanded basic tier had 60 channels and was priced at $29.95 per month. To promote its Americast services, Ameritech offered a variety of promotional packages to its new subscribers, including free cable service for two months, $120 worth of grocery coupons, a free premium movie channel, and free installation.

In June 1997, prior to Ameritech’s entry into the Royal Oaks, Huntington, and Clawson areas, TCI had added new channels to its “cable plus” package and raised monthly rates by 13%. When Ameritech was granted its franchises, TCI reduced its monthly rates for the cable plus package from $32.20 per month to $28.95 per month, a 10% reduction, and moved the Disney Channel from a premium service to a basic service tier (Ameritech also offered the Disney Channel as a basic service). In addition, TCI offered its subscribers in the Royal Oaks area discount coupons worth $10. TCI offered a free converter box and remotes in Royal Oaks and Clawson. TCI also offered “money back guarantees” on premium programming in all three communities.

TCI petitioned the FCC for a determination of effective competition in the

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Royal Oaks, Huntington Woods, and Clawson areas. The Cable Services FCC granted the petition on February 5, 1999. The FCC found that Ameritech had overbuilt TCI’s systems in each of the affected communities and was competing for subscribers with TCI in those areas. Also, Ameritech’s extensive marketing efforts and press coverage of its construction ensure that potential subscribers were aware of the availability of Ameritech’s service. The FCC also noted that as a result of competition in the above communities, cable rates were lower, new channels were added, and equipment was provided free of charge.

b. West Point, Georgia

On June 1, 1998, ITC Globe, Inc., d/b/a/ Knology (“Knology”), began providing its cable service in the City of West Point, Georgia. Knology is affiliated with the incumbent LEC, Interstate/Valley Telephone Company. Its 750 MHz system is capable of providing video and high- speed Internet services.

Initially, Knology offered a 17 channel basic service package for $8.75 per month, and a 59 channel extended basic package for $25.95 per month. Its extended basic package included a number of channels that were unavailable on the incumbent cable operator’s channel line up. Knology later reduced its extended basic rate to $19.95 per month and added six additional channels. It also offered free installation and a “30-day money back guarantee” to its subscribers.

Knology also discounted its “bundled” Internet and cable services. Specifically, Knology charged $29.95 per month to its cable customers for its “Olobahn” high-speed Internet access service, but charged its non-cable subscribers $49.95 per month for the same service. Knology’s subscribers could also opt for a consolidated bill for cable, telephone, and Internet services.

Marcus (now Charter Communications, Inc.), the incumbent cable operator in West Point, responded to Knology’s entry in a variety of ways. According to Marcus, it recently: (a) upgraded its 350 MHz system to a 750 MHz system; (b) added six new programming services to its expanded basic package and reduced the price for that package; (c) implemented an overall price reduction of up to 48% for its basic, extended basic, and premium packages; (d) ceased charging customers for its wire maintenance protection plan; and (e) implemented various marketing and advertising plans detailing its rates and service changes. As of August, 1998, 205 of Marcus’ subscribers had switched to Knology. Marcus reported that Knology had a subscriber base of 214 compared to its own subscriber base of 1,200.

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Marcus petitioned the FCC for a determination of effective competition in West Point. The FCC granted the petition on January 26, 1999. The FCC found that Knology had overbuilt Marcus’ system, and that potential subscribers were aware of the availability of Knology’s service. Also, potential subscribers were able to receive Knology’s service for little or no additional investment and without encountering regulatory and technical difficulties. The FCC also noted that cable rates were lower and additional services were being provided as a result of competition in West Point.

c. Somerville, Massachusetts

On December 16, 1997, the City of Somerville awarded a cable franchise to RCN-BecoCom, L.L.C. (“RCN”). Previously, RCN, a telecommunications company, was certified by the FCC to be an OVS operator in Somerville. RCN has been providing video and other services to Somerville residents since October 1997.

Prior to providing cable services in Somerville, RCN launched a $2.25 million advertising campaign that offered telephone, Internet, and cable services at a lower “bundled” rate than anywhere else in the country. In response to RCN’s advertising campaign and impending entry, Time Warner launched its own advertising campaign, offering its subscribers a free subscription to TV Guide, an additional channel, and lower rates for its universal remote control.

RCN offered a standard service consisting of 75 channels for $24.95 per month. Its standard service included channels such as the Disney Channel, The History Channel, and the Discovery Channel. The monthly charge for RCN’s standard service was further discounted to $19.97 per month for subscribers who also bought local telephone service from RCN. RCN also offered unlimited high- speed Internet access for an additional $19.95 per month. The monthly charge for Internet access was discounted to $17.95 if subscribers also subscribed to RCN’s cable or telephone services. Time Warner charged $26.48 for its 56 channel “standard”` service. RCN offered free standard installation whereas Time Warner charged $30.64 for installation.

In November 1997, Time Warner announced a 10% price increase for its standard cable services in 82 Massachusetts communities, but did not increase rates in Somerville. In 1998, Time Warner reduced monthly charges for its basic and standard services in Somerville by $0.19 and $0.09 per month, respectively. As of

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1998, Time Warner was charging $26.20 for its 56 channel standard service. Time Warner’s standard service had 19 fewer channels than RCN’s. Moreover, unlike RCN, Time Warner’s standard service did not include Disney Channel, Discovery Channel and The History Channel. Time Warner charged $9.50 a month for the Disney channel and $.75 a month for the Discovery and The History channels.

After entry by RCN, Time Warner reduced rates for certain premium services. For example, prior to RCN’s entry, Time Warner was charging $12.55 for three channels of HBO. As of 1998, Time Warner reduced its rate for the three channel HBO package to $11.50, an 8% reduction. RCN charged $11.95 for two channels of HBO. At the same time, Time Warner offered its subscribers more flexibility in selecting programming packages by allowing them to buy premium services without having to subscribe to its standard service. In early 1999, Time Warner announced that it would freeze its rates in Somerville during 1999.

According to one report, as of March 1999, between 2,000 to 2,500 of the approximately 19,000 Time Warner subscribers in Somerville switched to RCN. A number of RCN’s subscribers purchase “bundled” services, including Internet access and telephone service. Currently, Time Warner does not offer Internet or telephone service in Somerville. However, Time Warner is planning to swap its Somerville system with MediaOne, and the latter is expected to provide Somerville with Internet and telephone service in addition to cable services.

Time Warner filed a petition requesting a finding of effective competition in the City of Somerville. The petition was granted on February 5, 1999, recognizing that potential subscribers were reasonably aware of the availability of RCN’s services, and that subscribers in wired areas were able to receive RCN’s cable service for only a minimal additional investment and without encountering regulatory or technical obstacles.

d. Various Communities, Vermont

In May 1999, Adelphia Cable Communications (“Adelphia”) filed petitions challenging the certification of the Vermont Public Service Board to regulate Adelphia’s basic cable service and equipment rates in ten franchise areas. In the petitions, Adelphia argued that its cable systems faced effective competition because DBS providers offered comparable programming to at least 50% of households in the franchise areas, and the subscriber base of competing MVPDs exceeded 15% of households. In September 1999, the FCC granted Adelphia’s petitions. DBS service is presumed to be technically available to all subscribers due to

Confidential Page 37. 9/20/02 United Telesystems, Inc. its nationwide satellite footprint, and is presumed to be actually available if households in a franchise area are made reasonably aware that the service is available. Adelphia provided evidence of advertisements in local media about the availability of DBS service in each of the affected franchise areas.

According to local newspaper advertisements, DirecTV offered three months of “Total Choice” programming free to new subscribers. This programming package consisted of 85 channels including the Disney Channel, Lifetime, ESPN, and A&E Channel. Also, DBS dealers offered free professional installation or a free “do it yourself” installation kit.

Adelphia, in the affected Vermont localities, offered between 7 and 15 channels on its basic service tier. Adelphia’s “CableValue” tier, on average, had 24 channels, including CNN, A&E, Nickelodeon, ESPN and the New England Sports Channel. The Disney Channel was offered as a premium service in its systems.

In nine of the ten affected franchise areas, DBS penetration rates ranged from 16% to 63%. In three of the ten affected franchise areas, the penetration rate for Adelphia ranged from 38% to 41%. In one of the affected franchise areas, Adelphia’s share of residential MVPD market was only 11%, smaller than DBS penetration in that area. In Vermont as a whole, Adelphia is the dominant cable operator, serving 70% of all households in the state.

Unlike the cases described above, direct evidence of a reduction in monthly charges or change in services offered by the incumbent cable operator is unavailable. Although Adelphia upgraded a majority of its systems in Vermont, it is not clear whether the affected franchises were part of that upgrade nor whether the upgrade was undertaken as a competitive response or was previously scheduled.

e. Lebanon, Ohio

In August 1997, the Lebanon Bureau of Telecommunication Services (“LBTS”) was awarded a cable franchise by the city of Lebanon. LBTS is a part of the Lebanon Department of Service – Division of Electricity. LBTS has been providing cable services to Lebanon residents since February 1999. LBTS charges $5.99 per month for basic cable service and provides 27 channels on this tier. For its combined basic and deluxe cable service, LBTS charges $20.98 and provides 61 channels. In addition to cable service, LBTS is also planning to provide dial up Internet access at $19.99 per month and cable Internet service at $39.99 per month.

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As of February 1999, LBTS’ cable system passed 70% of the households in the City of Lebanon and the remaining 30% were to be wired shortly.

Time Warner is the incumbent cable operator in Lebanon. Prior to LBTS’ entry, Time Warner provided service to nearly 3,000 of approximately 7,300 potential subscribers. Upon LBTS’ entry, in March 1999, Time Warner started to offer significant discounts to retain its subscribers and to win back subscribers who switched to LBTS. Time Warner offered a special rate of $45 per month for a service that included all of Time Warner’s “standard” services plus several premium channels and two set-top boxes. Prior to LBTS’ entry, Time Warner charged $57.10 a month for a similar package.

By one account, as of July 1999, LBTS had 800 subscribers. A significant majority of LBTS’ subscribers are former Time Warner subscribers. In 1999, Time Warner reduced its 23 channel limited basic tier rate from $7.74 per month to $5.99 per month, a reduction of about 23%. Also, Time Warner reduced its 67 channel extended basic tier rate from $28.17 per month to $20.98 per month, a 25% reduction. In July 1999, Time Warner further reduced its extended basic rate to $14.99 a month. Moreover, Time Warner authorized its marketing representatives to offer promotional discounts that included free movie channels to subscribers who were planning to switch to LBTS.

Time Warner also announced that its Lebanon system would be one of the first Time Warner systems to offer a digital package that would include channels such as the Golf Channel and the Disney Channel. Time Warner also plans to offer high speed cable modem service to its Lebanon subscribers for $39.95 per month. LBTS, in turn, was considering reducing its previously announced monthly rate of $39.99 for high-speed Internet service.

f. Preliminary Findings

The case studies suggest that subscribers have benefited from “head-to-head” competition. Generally, in the communities studied, subscribers: (a) paid lower monthly charges for services and equipment; (b) have received additional program offerings; (c) have access to alternative sources of telecommunications and Internet services; (d) have received new digital services; and (e) may expect better customer service from the incumbent cable operator. The Vermont case study also suggests an absence of competitive response by the incumbent when faced with “non-wireline” head-to-head competition such as from DBS. The Vermont case is the first instance

Confidential Page 39. 9/20/02 United Telesystems, Inc. where the FCC granted an incumbent cable operator’s petition for a determination of effective competition due to the presence of competition from DBS.

It appears that the incumbent operators in the localities described above have made greater use of “price” rather than “non-price” competitive responses. With the exception of the case in Vermont, the incumbents in the above examples have reduced their rates for basic or standard and premium services. In the Michigan communities studied, the incumbent cable operator also reduced equipment charges.

The cases described above also indicate that the new entrants in West Point and Somerville sought to attract subscribers by providing “bundled” cable and high speed Internet access services at a discounted price. To counter these service offerings, the incumbent operator in West Point responded by significantly upgrading its system.

The benefits of competition do not appear to accrue to subscribers in areas adjoining those communities where head-to-head competition is present. For example, reduced prices and additional services enjoyed by subscribers in Somerville and Lebanon were not available to subscribers in nearby areas. Ameritech notes that subscribers in communities adjacent to competitive communities pay more for similar services than subscribers in competitive communities. For example, in Independence, Ohio, Cablevision charges a total package price of $50.69 for a channel line-up nearly identical to that offered in nearby Brooklyn, Ohio, for $30.90 where it competes with Ameritech. Similarly, in Auburn, Michigan, AT&T charges $45.98 for a package identical to that offered in nearby Rochester, Michigan, for $39.40 where it faces competition from Ameritech.

IV. BROADBAND NETWORK CAPABILITIES

A. Overview

A Broadband Network can provide residential and commercial customers with video programming services, high speed data and Internet access, and telephone services. Designed utilizing a flexible architecture, the network will be capable of evolving as technological advancements prove their economic feasibility through customer acceptance of new products and services.

Broadband service providers in many markets are in the process of upgrading their primarily one-way networks to high-capacity two-way interactive

Confidential Page 40. 9/20/02 United Telesystems, Inc. communications networks. The incumbent service providers in Geneva have generally not elected to upgrade their infrastructures to the level set forth in this Feasibility Study, therefore the City has a unique opportunity to gain market share through the establishment of a new Broadband Network offering enhanced service capabilities to residential and commercial consumers. Incumbent broadband service providers face significant technical problems associated with upgrading facilities for providing advanced services over cable HFC networks. Return path transmission interference often results from noise generated at the connection points between the trunk-distribution line connection and the distribution line-drop connections. Data transmissions in upgraded systems are vulnerable to signal ingress which causes interference and degradation caused by degraded elements of the Broadband Network such as fittings and service drops.

Broadband Networks are also one of the primary networks which utilities will utilize as they automate processes and provide a variety of new products and services to existing and new customers. The Broadband Network would provide the City with a high-speed customer communications network framework to potentially provide real-time automatic meter reading, market-based pricing, outage reporting, both load control and customer choice control, and other customer and company communications services. In addition, the interactive Broadband Network of the future could support new energy services such as the City’s video channel that could be the interface for a large number of the city’s utility customers. On this video channel, the City would be able to market services to their customers, allow customers access to current and historical billing information, and provide a means for customers to pay their bills via electronic funds transfer.

The utilization of fiber-optic technology increases the Broadband Network’s capacity and reduces noise, providing cleaner transmission paths that are necessary for provisioning such services as high-speed Internet access, telephony and other new services which require two-way interactivity. The use of an “HFC” architecture will enable the City to deliver applications at very high data rates. This Feasibility Study is based upon the assumption that the City will construct and operate a Broadband Network capable of providing more than 100 analog video channels, hundreds of digital video channels, as well as provide capacity for Internet access, telephony and other services. With respect to Internet access, the Broadband Network will be capable of carrying data up to several 100 times faster than transmission using dial-up modems over ordinary telephone lines, and 100 times faster than ISDN (integrated services digital network) telephone lines. Because the Broadband Network will be a shared medium, these speeds vary

Confidential Page 41. 9/20/02 United Telesystems, Inc. depending on the number of actual subscribers using the Internet connection at the same time.

Cable operators are continuing with the deployment of advanced technologies including digital video, Internet access, and telephony services over their cable systems. As indicated earlier, upgrades to their system infrastructure are being made so that operators can provide quality and reliable new services. Operators also may be choosing to make upgrades to increase system capacity prior to commencing digital transmission or two-way services. Additionally, cable systems previously providing only one-way (“downstream”) analog service to the customer may require upgrading to eliminate poor electronic connections and other sources of interference prior to providing two-way (“upstream” and “downstream”) data services. Two-way infrastructure is necessary for services such as two-way cable modems where data is transmitted entirely over cable and the provision of telephone services over cable wiring.

B. Broadband Network Architecture Overview

Beginning in the early 1990’s, Broadband Network architectures have transformed from closed systems that feature one-way delivery of analog television signals to two-way, interactive broadband systems, comprised of a hybrid of traditional coaxial and modern fiber optic technologies (“hybrid fiber- coaxial” or “HFC”). The HFC architecture was the first cost effective architecture deployed capable of delivering high quality video programming, interactive services, high- speed data and Internet access, telephony, and other revenue generating applications. Broadband networks are evolving from one-way video entertainment networks of 300-550 MHz bandwidth to full service, two-way, all optic FTTH/FTTB networks. The evolution from one-way to two-way technology has been occurring for several years and is escalating as broadband providers seek to enter advanced communications businesses.

In years past, networks deployed by cable television operators were constructed to provide only traditional video programming services that required only one-way transmission of signals. Until recently, the traditional one-way cable television system provided approximately 50 channels of analog video. The network was a full coaxial system designed with a centralized “headend” and lines called “trunks” leading from the headend to trunk amplifiers and line extenders placed in residential neighborhoods. The headend is the technological center of the system, where many programming operations and functions are processed, such as

Confidential Page 42. 9/20/02 United Telesystems, Inc. the reception of satellite delivered programming and broadcast signals. It includes facilities for descrambling incoming signals from satellite and broadcast programming networks, assigning them channel numbers, and processing them for retransmission over cable lines. The headend also contains electronic equipment for inserting advertising at the local level, encrypting signals for security purposes, and playing or producing public access/local origination programming. A traditional coaxial cable system included many amplifiers to boost the signal along the way to subscribers’ homes. A coaxial wire called a “drop” line then carried the service from the distribution line to the customer’s television set.

The HFC architecture replaces the previous coaxial trunk with a fiber-optic “trunk.” The fiber terminates at optical nodes, where the signal is then carried over an upgraded high bandwidth coaxial cable to the customer premises. HFC networks require fewer amplifiers and offer improved reliability, increased capacity, and clearer signal transmission, all of which facilitate two-way transmission. The FTTH/FTTB architecture is now replacing the HFC architecture, which eliminates all network RF amplifiers and electronics.

The Feasibility Study assumes the deployment of an advanced Broadband Network utilizing an FTTH/FTTB architecture as the basic transmission media. Since its introduction and implementation in recent years, FTTH/FTTB is quickly become the architecture of choice for many new entrants into the broadband services market seeking to develop a network for multiple service offerings that is future proof in network design. Fiber optics technology provides the system operator with a high degree of reliability, scalability, flexibility and extended bandwidth.

In addition to flexibly serving customers with high bandwidth communications capability, FTTH/FTTB’s hierarchical nature allows simple hubbing and interconnection via fiber transport. The architecture also provides a platform for the introduction of new services as they are developed. The FTTH/FTTB optical transmission network can consist of several different transmission sub-networks: the optical transmission network from the headend/central office to the Primary Hub; the optical transmission network from the Primary Hub to the Secondary Hub; the optical transmission network from the Secondary Hub and/or Secondary Ring and the optical transmission network to the customer premise device. The optical transmission network consists of the optical transmitter, the optical distribution network, the fiber optic cable and the fiber optic receiver. Using premium grade optical transmitters will optimize the design, which minimizes the cost in the transmitter section. From each transmitter, an optical loss

Confidential Page 43. 9/20/02 United Telesystems, Inc. budget will be estimated to link the headend/central office with the customer premise. By linking the Broadband Network headend and distribution hubs, Geneva would be positioned to better allocate resources over a broader customer base to achieve maximum program delivery efficiency through proper headend utilization while providing a high level of redundancy and reliability.

UTI has recommended a technologically advanced Broadband Network architecture to be deployed based upon: (1) equipment availability, (2) capability, (3) flexibility (4) potential service offerings, and (5) capital costs.

C. Digital Video Services

Digital signal transmission, as compared to the analog signal transmission historically used in cable systems, can provide superior video picture quality and increased channel capacity through compression techniques. Subscriber reception of digital video signals requires a set-top device to decompress and decode incoming signals and to translate the digital signals into the analog signals used by current television sets. Digital video technology is a computerized method of defining, transmitting and storing information that makes up a television signal. Digital video technology will allow the City greatly increase channel offerings through the use of compression, which converts one analog channel into 8 to 12 digital channels. The digitally compressed signal is up-linked to a satellite, which sends the signal back down to the Broadband Network's headend to be distributed, via optical fiber and coaxial cable, to customer's home. A digital-capable set-top box in the customer's home converts the digital signal back into an analog format so that it can be viewed on a normal television screen.

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D. Interactive Services

Broadband Networks will have the capacity to deliver various interactive television services. Interactive television can be divided into three general service categories: enhanced television; Internet over the television; and video-on-demand. These new services enable the customer to interact over the television set, generally by using a conventional remote television control or a computer keyboard, to either buy a product or service or request information on a product or service. Enhanced television includes such services as ancillary programming information, interactive advertising and impulse sales and purchases. Companies delivering enhanced television services include TV Guide Interactive, Wink Communications and Source Media. TV Guide Interactive provides the most basic enhanced television service, a navigator that permits customers to customize television program listings, set reminders and parental controls and order pay-per- view events. Wink offers viewers the opportunity to interact with the television during programs or commercials by way of flashing icons, leading them to program-related information, such as news, sports and weather, or the ability to purchase merchandise, or request product samples, coupons or catalogues. Source Media allows viewers to receive local programming and information services using a local guide and navigator with an Internet style experience. Companies providing Internet access over the television include WebTV and WorldGate Communications. Internet access and e-mail are delivered using a set-top box with the customer using a wireless keyboard. WebTV customers buy the set-top device at retail outlets and are able to view enhanced web images on the television screen. WorldGate Communications allows a viewer watching a commercial or program on the television to link directly to a related web page and requires no purchase by the customer of the set-top box. WorldGate Communications uses the set-top boxes now being deployed by the cable industry. Companies providing video-on-demand, such as DIVA Systems Corporation and Intertainer Inc., use servers at the headend facility of a cable system to provide hundreds of movies or special events on demand with video cassette recorder functionality, or the ability to fast forward, pause and rewind a program at will. Using a remote control, customers order programming through their set-top box. The ordering process signals the server, enabling the hardware and software residing at the headend facility to react to the order request.

E. Internet and High-Speed Data Services

Broadband Networks enable data to be transmitted up to 100 times faster

Confidential Page 45. 9/20/02 United Telesystems, Inc. than traditional telephone modem technologies. This high-speed capability allows cable modem customers to download large files from the Internet in a fraction of the time required when using the traditional telephone modem. It also allows much quicker response times when surfing the Internet, providing a richer experience for the customer. In addition, the two-way communications capability of the cable Internet connection eliminates the need for a telephone line. The cable Internet connection is always on, and does not require the customer to dial into the Internet service provider nor to “log on,” and await authorization.

To ensure inter-operable, non-proprietary cable modems are made available for purchase or lease by customers on a retail basis. General software operating standards, known as data over cable service interface specifications (“DOCSIS”), have been established. As of the year 2000, fourteen industry vendors, including equipment manufacturers such as 3Com, Cisco, General Instrument, Phillips Electronics, Samsung, Scientific-Atlanta, Sony, Thomson and Toshiba, received official DOCSIS certification from Cable Television Laboratories, Inc. As a result, standardized cable modems are currently available for purchase through various distribution channels, including retail outlets, personal computer manufacturers, and directly through the cable operator. Such availability will allow customers to use these modems in different systems similar to the traditional telephone modem, and should accelerate the deployment of high-speed Internet access over cable networks.

Speed, ease of installation and availability of cable modems should serve to increase the use and impact of the Internet. Furthermore, a Broadband Network, combined with data over cable service interface specifications, is currently the best vehicle to deliver all Internet protocol services, including Internet access, broadband content, streaming media and Internet protocol telephony to customers both on the computer and to the television via a digital set-top box, even though other high-speed alternatives are being developed. The Business Plan anticipates that the City will provide connectivity and e-mail hosting. The Business Plan does not anticipate that the City will provide Internet content.

Cable systems and cable modems offer speeds up to 27 megabits-per-second (“Mbps”) as compared with telephone company xDSL technologies that allow consumers to surf the Internet at speeds between 1.5 Mbps and 52 Mbps, though most users experience between only 3 to 10 Mbps for cable and between 1.5 and 7.1 for ADSL, the most widely used form of xDSL. Telephone companies, however, are able to offer customers the ability to access the Internet, while simultaneously talking

Confidential Page 46. 9/20/02 United Telesystems, Inc. on the same telephone line. Additionally, telephone companies, in association with xDSL technologies, utilize “dedicated lines” that run from the telephone company customer’s home to the central office, and can nearly guarantee certain speeds of data transmission. Cable networks use shared network infrastructure to the central office, thus the rate of speed can depend on the number of subscribers using the shared bandwidth at any given point in time. Consumers also can purchase traditional “low-speed” data access for the personal computer, which uses a traditional telephone modem and traditional telephone lines to transmit data, and which yields significantly slower data exchange rates.

As an example, Table 1 compares the transfer rate for downloading a 10 Megabyte file. A 10 Megabyte file is approximately the equivalent of a 10 to 20 minute movie clip. HFC architecture can transmit both upstream and downstream packets of information. The City thus will be positioned to operate as “pipeline” or “conduit” services, or become a full-service provider combining both Internet access and other value-added services.

TABLE 1: Transfer Rate For A 10-Megabyte File

Modem Speed/ Type Transfer Time

14.4-Kbps* Telephone 1.5 hours 28.8-Kbps Telephone 46 minutes 56-Kbps Telephone Modem 24 minutes 128-Kbps ISDN Modem 10 minutes 1.54-Mbps T-1 Connection 52 seconds 4-Mbps Cable Modem 20 seconds 10-Mbps Cable Modem 8 seconds *kbps (kilobits per second) & Mbps (Megabits per second) Source: http://www.cablemodems.com/whatis.html

F. Telephone Service

During the last several years, the cable industry has been developing the capability to provide telephony services. Broadband telephony requires sizeable and expensive upgrades and presents a number of technical obstacles. Over the past two years, cable operators have begun developing Internet Protocol Telephony (“IP

Confidential Page 47. 9/20/02 United Telesystems, Inc. telephony”) as a potential alternative to switched cable telephony. An IP telephony voice call starts out similar to a cable telephony voice call in that both begin with special equipment that connects a household’s twisted pair infrastructure and cable infrastructure to one another. The difference between the technologies is that cable telephony eventually turns the call over to traditional “circuit switched” processing, while IP telephony eventually turns the call over to the network of the Internet for Internet Protocol processing. IP telephony treats voice telephone calls like data is treated on the Internet; that is, digitized pieces of data are divided into discrete packets and are transported over the Internet following the path of least resistance. As a result calls made using IP telephony technology may encounter choppiness and delays (“latency”). Today, many features, such as call waiting, are not part of the package of IP Telephony, but will be available to residential customers within the next one to two years. The Internet itself is not designed to provide circuit switched connections, such as those now used by switched telephone networks. Although there are significant technological difficulties that need to be worked out with IP telephony, many broadband service providers are considering this approach to replace current cable telephony technology. AT&T, is currently the leading proponent of IP telephony. The cable industry’s approach to eliminate latency in IP telephony is to eventually build a backbone network that is separate from the general public Internet backbone. IP telephony is currently being commercially offered on a small scale by providers such as AT&T, Sprint, Qwest Communications, NetWorks Telephony Corporation, Vocal Tec, and numerous small IP Telephony Service Providers (“IPTPs”), but for the most part remains in the development and trial stage. Recent developments will likely accelerate the pace of development of the voice telephony business for the cable industry.

The City’s Broadband Business Plan anticipates the construction of a Broadband Network with excess fiber optic capacity, thereby affording to the City the flexibility to pursue new data and telecommunications opportunities such as:

1. Providing wide-area networks, which extends a local area network outside of one building to other local area networks in other buildings and possibly in other cities;

2. Providing point-to-point data services, which is a secure circuit that directly connects two points;

3. Offering virtual private networks, which use a shared data network to transport private data reliably and securely; and

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4. Leasing dark fiber capacity to enable carriers to penetrate markets and bypass incumbent providers.

G. Multi-Service Offerings

As discussed above, numerous broadband service providers are offering customers, in many of their service areas, more than standard video services. Multi- service offerings and bundling services for sale seem to enhance subscription to alternative services offered by cable companies. Digital audio and digital, high- resolution video, as well as telephony and Internet access through cable modems are becoming high demand services that cable has the bandwidth capability to offer, depending on the capacity of the particular system. Indications are that customers value receiving these services through “one-stop-shopping.” For example, many large MSOs have found that bundling increases penetration of video and of new services. Bundling of services increases consumer awareness, interest, and ultimately penetration of services while saving on administrative and marketing costs. Many competitive broadband service providers such as McLeodUSA, RCN, and Knology started by offering video programming as part of bundled services. Many of these firms depend on their ability to offer multiple bundled services in discounted packages as a way to attract customers.

V. INVENTORY OF EXISTING ASSETS

The City must secure land and facilities to accommodate expanding into the provision of broadband services. The City should attempt to locate the headend electronic facility and satellite receiver earth station adjacent to customer service and technical support offices in Geneva. The off-air tower and satellite receiving earth station should be located at a site adjacent to the City broadband services office/headend facility and interconnected with that facility.

Certain steps should be taken to organize a professional management team to handle the daily operations of the business. This would include a Technical Manager, Technicians, and Customer Service Representatives. It is likely that, with proper training, some existing personnel in customer service or the City’s utility department may be cross-trained to provide support for the Broadband Network operation.

If the City elects to pursue the broadband initiative, an outside firm should be retained to manage the initial planning, financing, design, construction and

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VI. BROADBAND SERVICE PROVIDERS AND SERVICES

A. The City of Geneva Video Services

1. The City’s Broadband Network

As proposed, the City Broadband Network Initiative calls for the construction and activation of approximately 113.24 plant miles of broadband infrastructure passing an estimated 9,999 serviceable residential and commercial potential customers passed in and around Geneva, Illinois area with the ultimate objective of providing as close to universal service as economically feasible.

2. Rates and Video Services

The following rates are assuming that the City develops its system on a stand-alone basis:

The Feasibility Study assumes that the City will provide a Limited Basic Video Services Tier of eighteen (18) channels for $10.95 per month and the Expanded Basic Video Services Tier of fifty-seven (57) channels for $23.00 per month. There is also an additional Line Maintenance Plan for $1.95 per month. This brings the total cost for Standard Basic service $35.90 per month, excluding franchise fees and taxes.

The City will also provide a Digital Basic Tier that includes 35 video channels and 45 audio channels for $10.95 per month and a Premiere Basic Tier that includes 110 video channels and 45 audio channels for $46.85 per month.

It is also expected that the City will provide HBO, HBO Plus, and HBO Family for $11.95 per month and an HBO Digital Group (6 channels) for $11.95 per month. The Showtime Group (5 channels) will be offered for $10.95 per month, the Cinemax Group (4 channels) for $9.95 per month, the Movie Channel Group (3 channels), and the Starz Group (6 channels) will be offered for $8.95 per month. The Encore Group will be offered for $5.95 per month. In addition, there will be a Showtime Digital Combo (Showtime, TMC, FLIX, and Sundance) offered for $12.95 per month and an HBO Digital Group plus a Cinemax Digital Group offered for $19.50 per month.

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The following rates are assuming that the Tri-Cities enter into an arrangement with each other:

The Feasibility Study assumes that the Tri-Cities will provide a Limited Basic Video Services Tier of eighteen (18) channels for $10.95 per month and the Expanded Basic Video Services Tier of fifty-seven (57) channels for $22.00 per month. There is also an additional Line Maintenance Plan for $1.95 per month. This brings the total cost for Standard Basic service $34.90 per month, excluding franchise fees and taxes.

The Tri-Cities will also provide a Digital Basic Tier that includes 35 video channels and 45 audio channels for $10.50 per month and a Premiere Basic Tier that includes 110 video channels and 45 audio channels for $45.40 per month.

It is also expected that the Tri-Cities will provide HBO, HBO Plus, and HBO Family for $11.95 per month and an HBO Digital Group (6 channels) for $11.95 per month. The Showtime group (5 channels) will be offered for $10.95 per month, the Cinemax group (4 channels) for $9.95 per month, the Movie Channel group (3 channels), and the Starz group (6 channels) will be offered for $8.95 per month. The Encore group will be offered for $5.95 per month. In addition, there will be a Showtime Digital Combo (Showtime, TMC, FLIX, and Sundance) offered for $12.95 per month and an HBO Digital Group plus a Cinemax Digital Group offered for $19.50 per month.

For more information on services and rates, please see the Feasibilty Study section of business plan.

B. Incumbent Cable Television Service Provider – AT&T

1. Office Review

The AT&T office is located at 1101 East Roosevelt Road, Wheaton, Illinois. Although the office appeared to have four CSR stations, it was only staffed with one customer service representative (“CSR”) who was positioned at the front counter.

2. Rate and programming Information

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While rates vary slightly by franchise or service area, in Geneva, AT&T is providing a Basic Service Tier of thirty one (31) channels for $15.79 per month, an Expanded Basic Service Tier of fifty-five (55) channels for $19.69 per month. This equals a total of eighty six channels (86) for the Full Basic Service for $35.48 per month, excluding franchise fees and taxes. In addition, AT&T offers HBO, Showtime, The Movie Channel, and Cinemax for $12.99, and Starz! & Encore combined for $10.99 per month (only available when purchased with a digital subscription).

AT&T also provides five (5) Digital Service Packages that include the following: Digital Starter (requires subscription to expanded) for $6.99 per month, Digital Basic for $12.00 per month, Digital Bronze Package for $44.99 per month, Digital Silver Package for $52.99 per month, Digital Gold Package for $62.99 per month, and Digital Platinum Package for $76.99 per month.

3. Technical Review

AT&T’s Geneva system is currently operating at 550 MHz. The AT&T system includes a fiber backbone to reduce amplifier cascade and to improve end- of-line signal performance. Scientific-Atlanta amplifiers are used in the system. Most of the coaxial cable is jacketed and the trunk lines are ¾ inch with distribution lines being ½ inch coaxial cable. Overall, the cable plant is in decent condition.

VII. RATES IN COMPETITIVE BROADBAND MARKETS

The average monthly rate charged by cable television operators facing effective competition was $27.15 and $28.71 as of July 1, 1997 and 1998, respectively, ($0.55 and $0.57 on a per channel basis). For those not facing effective competition, the average monthly rate was $28.56 and $30.53, respectively, during the same time period ($0.64 and $0.65 on a per channel basis). This represents a differential of 5.2% and 6.3%, respectively, in average monthly rates between the competitive and the noncompetitive. Further, the average monthly rates charged by systems facing head-to-head competition was 14% less than the average monthly rate charged by noncompetitive systems.

Average monthly rates charged by competitive operators rose by 6.8% during the 12 months ending July 1, 1997 and 5.8% during the 12 months ending July 1, 1998. Per channel rates decreased by 5.2% in 1997 and increased by 3.6%

Confidential Page 52. 9/20/02 United Telesystems, Inc. as of July 1, 1998. During the same time periods, the average monthly rates charged by noncompetitive operators rose by 8.9% and 6.9%, respectively. Per channel rates of noncompetitive operators rose by 3.2% and 1.6%, respectively. As a result, average monthly rates and per channel rates as well as the rate of increase in rates is greater for the noncompetitive group than for the competitive group. However, the pace of those increases slowed in 1998.

The Consumer Price Index (“CPI”) published by the FCC of Labor Statistics (“BLS”) is another valuable source of information on cable industry prices. For the same time periods, the cable services segment of the CPI (“Cable CPI”) grew by 7.5% and by 6.7% respectively. The Cable CPI, however, includes the prices charged for premium services such as a la carte and pay-per-view channels as well as installation charges, which are not included in the calculation of average monthly rates set forth in this section. The overall CPI, which is also published by the BLS, grew by 2.2% and 1.7%, respectively, during the years ending 1997 and 1998.

Both competitive and noncompetitive operators attribute most of their rate increases to increases in programming costs, inflation, channel additions and system upgrades. Both groups also attribute significant portions of their rate increases to increases in non-defined “other” expenses. Both competitive and noncompetitive operators have continued to increase the number of channels provided to their subscribers which means that the quantity of service received by subscribers has changed over time. By 1999, almost 50% of cable operators surveyed had increased their systems’ capacity to 550 MHz or more. This typically has resulted in additional channels of service and may result in improved signal reliability. The competitive group reported a 1.5% increase and the noncompetitive group a 4.6% increase, in the average number of channels provided for the 12 months ending 1998. This brought the competitive group to an average of 54 channels and the noncompetitive group to an average of 50.1 channels as of 1998. Per channel rates increased for both groups, but by a rate of increase that was lower than the increase in unadjusted average monthly rates. For the competitive group, per channel rates increased by 3.6% (from $0.55 to $0.57) and for the noncompetitive group by 1.6% (from $0.64 to $0.65) during the year ending 1998.

Operators in the competitive and noncompetitive groups report that they offered 41 and 38 satellite channels, respectively, as of 1998, and that about 75% of those channels for both groups are devoted to general entertainment programming with the remaining 25% distributed among children’s, news, and

Confidential Page 53. 9/20/02 United Telesystems, Inc. sports programming. Rates per satellite channel increased by 0.1% for the competitive group and declined by 2.2% for the noncompetitive group for the year ending 1998.

A 1998 survey requesting information on the provision of digital services found that of 444 responses to a question on the availability of digital tiers, 128 operators (or 29%) offered that service. Of 709 responses to a question about Internet access, 137 operators (or 19%) reported that they offered Internet access service, and of the 678 responses to a question about telephony service, 25 operators (or 4%) report that they offered telephony service as of 1998.

VIII. OPERATING PLAN

The headend and offices facilities should be located in an easily accessible location near the center of the proposed Geneva service area. Utilizing existing land and office facilities could potentially reduce initial capital costs. Cross- training existing employees to handle broadband services-type duties could also save operating costs.

A communications tower, earth stations and headend facility will be required to be erected on the chosen headend site. The area of the headend facility housing electronics should be a secure and climate controlled area of at least 2,000 sq. ft. Office space will also be required to accommodate management, technical support, computer operations, sales, engineering, and customer service. Prior to commencing with system construction, qualified candidates will need to be interviewed with the position of technical manager filled to develop the broadband system. To the greatest extent possible, the local labor force should be utilized as a resource to hire employees for entry-level positions such as customer service, sales and installations.

Established suppliers of broadband products to the industry should be relied upon for system materials and labor. Price should not be the only factor taken into consideration in determining the best products to utilize in constructing the network. Companies like Scientific-Atlanta, General Instruments, Nortel, Lucent, Power & Telephone, ADC, and ANTEC have a long history of providing good products and service to the telecommunications industry. Proper procedures should be used to evaluate vendors and contractors for the construction of the network.

IX. FINANCIAL PLAN

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To ensure that the financial plan included as part of the Feasibility Study remains conservative in all respects, the financial projections (the “Projections”) contained herein are based upon the assumption that the system will be operated without reliance upon any existing “City” infrastructure. The Projections incorporate assumptions based upon more specifically: (a) service pricing, packaging and experience in similar markets; (b) experience with similar technologies and system architectures; (c) hands-on experience in constructing and operating similar systems; (d) equipment pricing and availability recently negotiated and experienced with vendors; and (e) agreements recently negotiated with associated service providers.

Further, the Projections utilize a proprietary three hundred fifty (“350”) page model which has been developed over the past fifteen (15) years. The model has been utilized to assess and finance numerous projects similar to the one being pursued by the City. The financial projections and other statements made in the Feasibility Study are forward-looking statements which are based upon significant assumptions and subjective judgments believed to be reasonable as of the date of the Feasibility Study. The financial projections assume that the City will be able to reach an average video services market penetration level sufficient to cover operating expenses within 24 months from the date financing is closed.

X. OTHER CONSIDERATIONS

If managed properly, the operation of the Broadband Network should complement the operations of the City’s core utility businesses. The Broadband Network’s potential to provide enhanced telecommunications services and utilization for certain utility and municipal based services such as utility management, distance learning and traffic control will provide direct benefits to existing operations.

Overall, the operation of the Broadband Network will also bring the benefits of competition to the Geneva market. The construction of a competitive broadband telecommunications infrastructure is likely to enhance the economic development of the Geneva area while serving to strengthen relationships with existing commercial and residential customers. Technically advanced telecommunications networks are fast becoming as vital to a community’s economic development and growth as other forms of infrastructure such as land, buildings, roads and utilities.

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XI. LEGAL CONSIDERATIONS

The Telecommunications Act of 1996 is the first overhaul of Federal telecommunications law in the U.S. in almost 62 years. The goal of this new law is to open up all telecommunications markets to competition and to let anyone enter any communications business in any market against each other. The FCC has been given the task of further defining and implementing this new law. They are seeking to implement plans to open up local phone markets, increase competition in long distance, and further competition in all areas of telecommunications, including video programming and data services. A more exhaustive review of the effects of The Cable Television Consumer Protection and Competition Act of 1992, The Satellite Home Viewer Improvement Act ("SHVIA"), and The Telecommunications Act of 1996 can be found in the “Legal Review” section of this Broadband Business Plan

XII. RISK ASSESSMENT

The profitability of this venture is highly dependent upon achieving enough market-share to support the capital investment in the infrastructure. The financial projections included herein as part of this Feasibility Study include numerous assumptions, such as achieving certain service penetration levels for the broadband services set forth at suggested rates. If penetration levels are substantially lower than the projected percentages, then additional cash reserves will be necessary to cover operating losses and debt financing.

As in other industries, technical obsolescence will always remain a concern in the telecommunications industry. Deploying the Broadband Network utilizing the most advanced technology feasibly available will help ensure that the Broadband Network will have a viable life span long enough to recover the capital investment. The equipment and architecture of the Broadband Network recommended in this Feasibility Study utilize the most advanced proven telecommunications technology available. The life span of the fiber and coaxial cables are in excess of 20 years. As new network enhancements are developed, it is likely that the Broadband Network will require upgrading to keep pace with changes in technology and to take advantage of new business opportunity.

Historically, cable television companies have often elected to aggressively oppose municipal entities seeking to provide video, data, or telecommunications services in direct competition with private enterprise. Incumbent service providers

Confidential Page 56. 9/20/02 United Telesystems, Inc. frequently seek to delay or prevent competition through legal and/or legislative actions. It is likely that incumbent service providers may also elect to upgrade systems and adjust service rates in an attempt to decrease the effects of competition. Should the City elect to proceed, these factors should be taken into consideration and should be anticipated.

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APPENDIX A

TABLE A-1

Cable Television Industry Growth (in millions)

Television Basic Cable Year End Households Homes Passed Subscribers ("TH") ("HP") ("Subs") HHs HHs U.S. % % % Passed by Subscribin Penetration Total Change Total Change Total Change Cable g (Subs/HP) (HP/TH) (Subs/TH) 1993 94.0 1.0% 90.6 1.0% 57.2 3.6% 96.4% 60.9% 63.1%

1994 94.9 1.0% 91.6 1.1% 59.7 4.4% 96.5% 62.9% 65.2%

1995 95.9 1.1% 92.7 1.2% 62.1 4.0% 96.7% 64.8% 67.0%

1996 97.0 1.1% 93.7 1.1% 63.5 2.3% 96.6% 65.5% 67.8%

1997 98.0 1.0% 94.6 1.0% 64.9 2.2% 96.5% 66.2% 68.6%

1998 99.0 1.0% 95.6 1.1% 66.1 1.8% 96.6% 66.8% 69.1%

1999 100.0 1.0% 96.6 1.0% 67.3 1.8% 96.6% 67.3% 69.7%

2000 106.4 6.4% 103.2 6.8% 68.5 1.8% 97.0% 64.4% 66.4%

June 01(e) 107.1 0.7% 104.0 0.8% 69.0 0.7% 97.1% 64.4% 66.3%

(e) June data is based on year-end estimate by Paul Kagan Associates.

Sources: 1993 to 1997: U.S. Television Households: Paul Kagan Assocs., Inc., Basic Cable Network Economics (1983-2007), Cable Program Investor, Mar. 13, 1998, at 2; Homes Passed and Basic Cable Subscribers: Paul Kagan Assocs., Inc., History of Cable and Pay-TV Subscribers and Revenues, Cable TV Investor, Apr. 14, 1998, at 3.

1998 and 1999: U.S. Television Households, Homes Passed, and Basic Cable Subscribers: Paul Kagan Assocs., Inc., Paul Kagan’s 10-Year Cable TV Industry Projections (1998-2009), The Cable TV Financial Databook 1999, Aug. 1999, at 10.

2000 and 2001: U.S. Television Households, Homes Passed, and Basic Cable Subscribers: Paul Kagan Assocs., Inc., Paul Kagan’s 10-Year Cable TV Industry Projections (2000-2011), The Broadband Cable Financial Databook 2001, July 2001, at 10.

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TABLE A-2 Premium Cable Services: 1993 - June 2001 (in millions)

Premium Cable Service Subscribers1 Premium Units2 Year End Year End Total % Change Year End Total % Change 1993 26.4 6.9% 47.0 1.1% 1994 28.1 6.4% 47.4 0.9% 1995 29.8 6.0% 51.6 8.9% 1996 31.0 4.0% 54.6 5.8% 1997 31.5 1.6% 56.0 2.6% 1998 35.3 12.1% 57.9 3.4% 1999 35.5 0.6% 53.0 -8.5%3 2000 36.8 3.7% 55.6 4.9% June 2001 (e) 37.2 1.0% 56.4 1.4%

(e) June data are based on year-end estimate by Paul Kagan Associates.

1 Premium Cable Services Subscribers refers to the total number of homes subscribing to one or more premium services. Each home is counted once, regardless of the number of premium services to which it subscribes.

2 Premium Units refers to the total number of premium subscriptions. Each subscription is counted separately, thus may exceed the number of premium subscribers.

3 The decrease in the number of premium units is due to the migration of certain pay services to other tier categories. As such, the number of units sold by those services are no longer counted here.

Sources: 1993 to 1997: Paul Kagan Assocs., Inc., History of Cable and Pay-TV Subscribers and Revenues, Cable TV Investor, Apr. 14, 1998, at 3.

1998 to 1999: Paul Kagan Assocs., Inc., Paul Kagan’s 10-Year Cable TV Industry Projections (1998- 2009), The Cable TV Financial Databook 1999, Aug. 1999, at 10.

2000 to 2001: Paul Kagan Assocs., Inc., Paul Kagan’s 10-Year Cable TV Industry Projections (2000- 2011), The Broadband Cable Financial Databook 2001, July 2001, at 10.

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TABLE A-3 Growth By Network Type: 1999 - June 2001

1999 98-99 2000 99-00

Network Type Number of Percent of Percent Number of Percent of Percent Networks Networks Change Networks Networks Change Basic/No-Chg 147 68.7% 5.8% 130 56.2% -11.6%

Premium 43 20.1% 138.9% 40 17.3% -7.0%

Pay Per View 9 4.2% -10.0% 11 4.8% 22.2%

Digital - - - 39 16.9% -

Other* 15 7.0% 114.3% 11 4.8% -26.7%

Total 214 100% 23.0% 231 100% 7.9%

* “Other” includes cable networks that fall under more than one service category. For example, the Disney Channel is part of the basic tier in some systems, but is sold as a premium service on other systems.

Sources: 1999: NCTA, National Cable Video Networks By Type of Service: 1980 - 1999, Cable Television Developments 1999/2000, at 6.

2000: NCTA, National Cable Video Networks By Type of Service: 1980 - 2000, Cable Television Developments 2001, at 8.

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TABLE A-4 Cable Industry Revenue and Cash Flow: 1997 – 2001

1997 1998 1999 2000 2001 % % % Estimated % Total Total Change Total Change Total Change Year End Change Total Avg Basic Subscribers (mil) 64.2 65.4 1.9% 66.7 2.0% 67.9 1.8% 69.0 1.6% Revenue Segments (mil.) Basic Service and CPST Tiers $20,008 $21,830 9.1% $23,135 6.0% $24,729 6.9% $26,142 5.7% Pay Tiers $4,952 $5,084 2.7% $4,989 -1.9% $4,648 -6.8% $4,777 2.8% Local Advertising $1,925 $1,850 -3.9% $2,685 45.1% $3,240 20.7% $3,661 13.0% Pay-Per-View $823 $627 -23.8% $954 52.2% $760 -20.3% $1,096 44.2% Home Shopping $152 $187 23.0% $185 -1.1% $239 29.2% $260 8.8% Advanced Services (Ana./Dig.)1 $208 $452 117.3% $1,978 337.6% $2,051 3.7% $5,562 171.2% Equipment and Install $2,320 $2,631 13.4% $2,824 7.3% $2,451 -13.2% $2,478 1.1% Total Revenue (mil.) $30,388 $32,661 7.5% $36,750 12.5% $38,118 3.7% $43,976 15.4% Revenue Per Subscriber $473.33 $499.40 5.5% $550.97 10.3% $561.38 1.9% $637.33 13.5% Operating Cash Flow (mil.)2 $13,369 $14,602 9.2% $15,600 6.8% $16,611 6.5% $18,272 10.0% Cash Flow per Subscriber $208.24 $225.87 8.5% $233.88 3.5% $244.64 4.6% $264.81 8.2% Cash Flow/Total Revenue 44.0% 45.2% 2.7% 42.4% -6.2% 43.6% 2.8% 41.5% -4.8%

1 Includes advanced analog, digital video, high-speed data, cable telephony, interactive services, and games.

2 Cash flow and its proxies (e.g., EBITDA) are often used to value the operations of a communications firm without regard to the firm's capital structure. Cash flow from operations is the net result of cash inflows from operations (revenue) and cash outflows from operations (expenses), thus ignoring non-cash charges to net income such as depreciation and amortization. Cash flow from operations indicates a firm's ability to meet its net finance and investment obligations.

Sources: 1997: Average Number of Basic Subscribers: Paul Kagan Assocs., Inc., History of Cable and Pay-TV Subscribers and Revenues, Cable TV Investor, Apr. 14, 1998, at 3; Revenue Segments: Paul Kagan Assocs., Inc., Paul Kagan's 10-YearProjections, Cable TV Investor, May 20, 1997, at 9; Paul Kagan Assocs., Inc., Total Cable TV Advertising Revenue (1980-2007), Cable TV Financial Databook, Aug. 1998, at 15; Operating Cash Flow: Paul Kagan Assocs., Inc., Estimated Capital Flows In Cable TV, Cable TV Finance, May 31, 1998, at 1.

1998: Average Number of Basic Subscribers and Revenue Segments: Paul Kagan Assocs., Inc., Paul Kagan’s 10-Year Cable TV Industry Projections (1998-2009), The Cable TV Financial Databook 1999, Aug. 1999, at 10-11; Operating Cash Flow: Paul Kagan Assocs., Inc., Estimated Capital Flows in Cable TV, The Cable TV Financial Databook 1999, Aug. 1999, at 149.

1999: Average Number of Basic Subscribers and Revenue Segments: Paul Kagan Assocs., Inc., Paul Kagan’s 10-Year Cable TV Industry Projections (1999-2010), The Cable TV Financial Databook 2000, Aug. 2000, at 10; Operating Cash Flow: Paul Kagan Assocs., Inc., Estimated Capital Flows in Cable TV, The Cable TV Financial Databook 2000, Aug. 2000, at 150.

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2000 and 2001: Average Number of Basic Subscribers and Revenue Segments: Paul Kagan Assocs., Inc., Paul Kagan’s 10-Year Cable TV Industry Projections (2000-2011), The Broadband Cable Financial Databook 2001, July 2001, at 10; Operating Cash Flow: Paul Kagan Assocs., Inc., Estimated Capital Flows in Cable TV, The Broadband Cable Financial Databook 2001, July 2001, at 138.

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TABLE A-5 System Transactions: 1998 - June 2001

1998 1999 98-99 2000 99-00 Jan-June % Change % Change 2001 Number of Systems Sold 119 92 -22.7% 47 48.9% 23 Total Number of Subscribers 22,466,200 18,288,706 -18.6% 10,494,290 -42.6% 4,040,046 System Size Average 188,792 198,790 5.3% 223,283 12.3% 175,654 Number of Homes Passed 36,397,730 28,345,972 -22.1% 17,393,388 -38.6% 6,789,548 No. of Homes Passed Avg 305,863 308,108 0.73% 370,072 20.1% 295,197 Total Dollar Value (mil.) $64,601 $73,070 13.1% $62,154 -14.9% $14,772 Dollar Value (mil.) Average $542.9 $794.2 46.3% $1,322.4 66.5% $64.0 Dollar Val. Per Subscriber $2,875 $3,995 39.0% $5,923 48.3% $3,656 Dollar Val. Per Home Passed $1,775 $2,578 45.2% $3,573 38.6% $2,176 Cash Flow Multiple 13.1x 16.7x 27.5% 19.6x 17.4% 14.4x

Sources: 1998: Paul Kagan Assocs., Inc., Cable System Sale Summary (through December annually), Cable TV Investor, Jan. 29, 2000, at 7.

1999 to 2000: Paul Kagan Assocs., Inc., Cable System Sale Summary (Annually through December), Cable TV Investor, Feb. 5, 2001, at 12.

2001: Paul Kagan Assocs., Inc., Cable System Sale Summary (Annually through June), Cable TV Investor, Aug. 29, 2001, at 9.

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TABLE A-6 Acquisition of Capital: 1993 - June 2001 ($ in million)

Year Private Debt Public Debt 2 Private Equity Public Equity Total Sum % of Sum % of Sum % of Sum % of Capital Raised Total 1 Raised Total Raised Total Raised Total Raised 3 1993 $(3,584) -186.4% $5,280 274.6% $62 3.2% $165 8.6% $1,923

1994 $ 4,803 87.0% $155 2.8% $100 1.8% $461 8.4% $5,519

1995 $(714) -8.5% $4,495 53.6% $1,191 14.2% $3,419 40.7% $8,391

1996 $1,287 23.4% $2,355 42.7% $49 0.9% $1,818 33.0% $5,509

1997 $103 1.2% $6,252 73.3% $1,942 22.8% $230 2.7% $8,527

1998 $194 2.3% $6,174 72.7% $200 2.4% $1,927 22.7% $8,495

1999 $(320) -1.1% $16,115 55.9% $5,385 18.7% $7,648 26.5% $28,828

2000 $2,766 36.7% $4,288 56.9% $101 1.3% $380 5.0% $7,535

June 2001 $8,585 44.3% $8,156 42.1% $94 0.5% $2,540 13.1% $19,375

Total: 1993- $13,120 $53,270 $9,124 $18,588 $94,102 June 2001 Avg Raised Per $1,544 $6,267 $1073 $2,187 $11,071 Year

1 Column entitled "% of Total" represents the percent of total capital raised from financing sources for that given year.

2 Public Debt is expressed in terms of net new public debt.

3 Total Capital Raised equals private debt plus public debt plus private equity plus public equity.

Sources: 1993: Paul Kagan Assocs., Inc., Estimated Capital Flows in Cable TV, Cable TV Finance, May 31, 1998, at 1.

1994: Paul Kagan Assocs., Inc., Estimated Capital Flows in Cable TV, The Cable TV Financial Databook 1999, Aug. 1999, at 149.

1995 to 1999: Paul Kagan Assocs., Inc., Estimated Capital Flows in Cable TV, The Cable TV Financial Databook 2000, Aug. 2000, at 150.

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2000: Paul Kagan Assocs., Inc., Estimated Capital Flows in Cable TV, The Broadband Cable Financial Databook 2001, July 2001, at 138.

2001: Paul Kagan Assocs., Inc., June Cable Financing Snapshot, Cable TV Finance, July 31, 2001, at 10.

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APPENDIX B

TABLE B-1 Assessment of Competing Technologies(i)

Technology Used June 97 June 98 June 99 June 00 June 01

(1) TV Households 97,000,000 98,000,000 99,400,000 100,801,720 102,184,810 Percent Change 0.00% 1.03% 1.43% 1.41% 1.37%

(2) MVPD Households(ii) 73,646,970 76,634,200 80,882,411 84,423,717 88,310,074 Percent Change 1.76% 4.06% 5.54% 4.38% 4.60% Percent of TV Households 75.92% 78.20% 81.37% 83.75% 86.42%

(3) Cable Subscribers 64,150,000 65,400,000 66,690,000 67,700,000 68,980,000 Percent Change 1.02% 1.95% 1.97% 1.51% 1.89% Percent of MVPD Total 87.10% 85.34% 82.45% 80.19% 78.11%

(4) MMDS Subscribers 1,100,000 1,000,000 821,000 700,000 700,000 Percent Change -6.78% -9.09% -17.90% -14.74% 0.0% Percent of MVPD Total 1.49% 1.30% 1.02% 0.83% 0.79%

(5) SMATV Subscribers 1,162,500 940,000 1,450,000 1,500,000 1,500,000 Percent Change 3.24% -19.14% 54.26% 3.45% 0.0% Percent of MVPD Total 1.58% 1.23% 1.79% 1.78% 1.70%

(6) HSD Subscribers 2,184,470 2,028,200 1,783,411 1,476,717 1,000,074 Percent Change -4.10% -7.15% -12.07% -17.20% -32.28% Percent of MVPD Total 2.97% 2.65% 2.20% 1.75% 1.13%

(7) DBS Subscribers 5,047,000 7,200,000 10,078,000 12,987,000 16,070,000 Percent Change 17.78% 42.66% 39.97% 28.86% 23.74% Percent of MVPD Total 6.85% 9.40% 12.46% 15.38% 18.20%

(8) OVS Subscribers(iii) 3,000 66,000 60,000 60,000 60,000 Percent Change 36.99% 2100.00% -9.09% 0.0% 0.0% Percent of MVPD Total 0.00% 0.09% 0.07% 0.07% 0.07%

Notes: (i) Some numbers have been rounded. (ii) The total number of MVPD households is likely to be somewhat less than the given figure since some households subscribe to the services of more than one MVPD. See 1994 Report, 9 FCC Rcd at 7480. However, the number of households subscribing to more than one MVPD is expected to be low. Hence the given total can be seen as a reasonable estimate of the number of MVPD households. (iii) The decline in OVS subscribers since 1998 reflects the conversion of portions of some OVS systems to franchised cable systems over the last three years.

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Sources:

(1) Television households: 1997 from Nielsen Media Research as cited in TV Column, Washington Post, Aug. 26, 1997, at E4; 1998 from Nielsen Media Research as cited in Broadcasting & Cable, June 29, 1998, at 70; 1999 from Nielsen Media Research as cited in Broadcasting & Cable, June 28, 1999, at 26; and 2000 and 2001 from Nielsen Media Research.

(2) Total MVPD households: The sum of the total number of subscribers listed under each of the categories of the various technologies. See note (ii) above.

(3) Cable subscribers: 1997 from Paul Kagan Assocs., Inc., Paul Kagan’s 10-Year Cable TV Industry Projections, Cable TV Investor, May 20, 1997, at 9; 1998 from Paul Kagan Assocs., Inc., Paul Kagan’s 10-Year Cable TV Industry Projections, Cable TV Investor, Aug. 10, 1998, at 4; 1999 from Paul Kagan Assocs., Inc., Cable Industry 10-YearProjections, Cable TV Investor, June 25, 1999, at 6; 2000 from Paul Kagan Assocs., Inc., Cable Industry 10-YearProjections, Cable TV Investor, June 19, 2000, at 6; and 2001 from Paul Kagan Assocs., Kagan’s 10-Year Cable TV Industry Projections, Broadband Cable Financial Databook 2001, July 2001, at 10.

(4) MMDS subscribers: 1997 from WCA Comments for the 1997 Report at 8. The 1998 and 1999 subscribers estimated by the FCC; 2000 subscribers from NCTA Comments for the 2000 Report at 9; and 2001 subscribers from NCTA comments at 7.

(5) SMATV subscribers: 1997 subscribers were estimated by the FCC based on data from Paul Kagan Assocs., Inc., Private Cable Growth, Private Cable Investor, July 1997, at 3; 1998 subscribers from NCTA 1998 Comments at 6; 1999 subscribers from NCTA Comments for the 2000 Report at 5; and 2001 subscribers from NCTA Comments at 9.

(6) HSD subscribers: 1997 from DTH Subscribers, SkyREPORT, Nov. 1999, at 10; 1998-2000 from SkyReport.com at http://www.skyreport.com/dth_us.htm; and 2001 from SBCA Comments, Table 1 at 4.

(7) DBS subscribers: 1997 from DTH Subscribers, SkyREPORT, November 1997, at 10; 1998 from Minal Damani and Jennifer E. Sharpe, U.S. DBS Marketplace: 1998, The Strategis Group, July, 1998 at 6; 1999-2000 from SkyReport.com at http://www.skyreport.com/dth_us.htm; and 2001 from SBCA Comments, Table 1 at 4.

(8) OVS subscribers: OVS subscriber count for 1997 through 2001 estimated by the FCC.

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TABLE B-2 Number and Subscriber Size of Major Cable System Clusters (Cumulative Figures)

Range of Clustered 1997 1998 1999 2000 Subscribers Clusters Subscribers Clusters Subscribers Clusters Subscribers Clusters Subscribers (thousands) (millions) (millions) (millions) (millions) 100-199 49 6.7 33 4.6 41 5.4 26 3.6

200-299 33 8.2 25 6.3 16 4 13 3.2

300-399 11 3.8 20 6.7 20 6.8 22 7.4

400-499 8 3.7 7 3.2 9 3.9 13 5.9

>500 16 11.9 21 19.6 28 23.8 34 34.3

Total 117 34.3 106 40.4 114 43.9 108 54.4

Sources:

1997 to 1999: Paul Kagan Assocs., Inc., Major Cable TV Systems/Clusters, The Cable TV Financial Databook 1997, July 1997, at 39-41; Paul Kagan Assocs., Inc., Major Cable TV Systems/Clusters, The Cable TV Financial Databook 1998, July 1998, at 42-44; Paul Kagan Assocs., Inc., Major Cable TV Systems/Clusters, The Cable TV Financial Databook 1999, July 1999, at 46-48.

2000: Paul Kagan Assocs., Major Cable TV Systems/Clusters, Broadband Cable Financial Databook 2001, July 2001, at 36.

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TABLE B-3 2001 Concentration in the National Market for Purchase of Video Programming(1)

Rank Company Percent of Subscribers(2)

1 AT&T 16.44

2 Time Warner 14.35

3 DirecTV 11.32

4 Comcast 9.53

Top 4 51.64

5 Charter 7.35

6 Cox 6.98

7 EchoStar 6.87

8 Adelphia 6.51

Top 8 79.35

9 Cablevision 3.40

10 Insight 1.54

Top 10 84.29

Top 25 89.70

Top 50 91.38

HHI 905(3)

Notes:

MSO subscriber totals as of June 2001, and reported in Top Cable System Operators as of June 2001, Kagan World Media, Cable TV Investor, August 29, 2001, at 12-13. There is no double counting of subscribers. If a cable operator is partially owned by more than one MSO, its subscribers are assigned to the largest MSO. Subscribers for DirecTV and EchoStar are based on SkyReport.com at http://www.skyreport.com/dth_us.htm.

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The total number of MVPD subscribers used to calculate the HHI is 88,310,074 from TABLE B-1.

The HHI is calculated on the basis of market shares for the top 60 companies. Because all of the remaining MVPDs have very small shares of the market, an HHI calculation that included all cable system operators could only be slightly higher (no more than 2-3 points) than the given HHI.

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TABLE B-4 Concentration in the National Market for the Purchase of Video Programming 1998-2001

Market Share Percent of MVPD Subscribers 1998 1999 2000 2001 Top Share 26.48 20.50 19.07 16.44

Top 2 42.62 36.45 33.99 30.79

Top 3 48.94 45.68 44.27 42.11

Top 4 54.63 53.94 52.70 51.64

Top 10 71.04 74.95 83.90 84.29

Top 25 80.99 84.92 89.75 89.70

Top 50 86.08 89.58 92.14 91.38

HHI 1096 923 954 905

Source:

Data for 1998 through 2000 were taken from Reports, 1997-2000. Data for 2001 are from TABLE B-2.

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APPENDIX C

TABLE C-1 MSO Ownership in National Video Programming Services

Programming Service Launch Date MSO Ownership (%) Action Max Jun-98 AOL Time Warner (100) American Movie Classics (AMC) Oct-84 Cablevision (75) Animal Planet Oct-96 Liberty Media (49), Cox (19.7) @Max May-01 AOL Time Warner (100) BET Movies Feb-97 Liberty Media (100) Black STARZ! Feb-97 Liberty Media (100) Bravo Feb-80 Cablevision (75), Liberty Media (25) Canales ñ (6 digital channels)1 Oct-98 Liberty Media (100) Cartoon Network Oct-92 AOL Time Warner (100) Cinemax Aug-80 AOL Time Warner (100) CNN Jun-80 AOL Time Warner (100) CNN Español Mar-97 AOL Time Warner (100) CNN Headline News Jan-82 AOL Time Warner (100) CNN International Jan-95 AOL Time Warner (100) CNN/Sports Illustrated Dec-96 AOL Time Warner (100) CNN Money Dec-95 AOL Time Warner (100) Comedy Central Apr-91 AOL Time Warner (50) Court TV Jul-91 Liberty Media (50), AOL Time Warner (50) Discovery Channel Jun-85 Liberty Media (49), Cox (24.6) Discovery Civilization Oct-96 Liberty Media (49), Cox (24.6) Discovery En Español Aug-98 Liberty Media (49), Cox (24.6) Discovery Health Jul-98 Liberty Media (49), Cox (24.6) Discovery Home & Leisure Oct-96 Liberty Media (49), Cox (24.6) Discovery Kids Oct-96 Liberty Media (49), Cox (24.6) Discovery Science Oct-96 Liberty Media (49), Cox (24.6)

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Programming Service Launch Date MSO Ownership (%) Discovery Wings Jul-98 Liberty Media (49), Cox (24.6) E! Entertainment Jun-90 Comcast (40), Liberty Media (10) Encore Apr-91 Liberty Media (100) Encore Action Sept-94 Liberty Media (100) Encore Love Stories Jul-94 Liberty Media (100) Encore Mysteries Jul-94 Liberty Media (100) Encore True Stories and Drama Sept-94 Liberty Media (100) Encore WAM! America's Youth Sept-94 Liberty Media (100) Network Encore Westerns Jul-94 Liberty Media (100) 5StarMax May-01 AOL Time Warner (100) FOX Sports Net (5 channels) Various Cablevision (50) GEMS International Television Apr-93 Liberty Media (50) Golf Channel Jan-95 Liberty Media (10), Comcast (90) Great American Country Dec-95 Comcast (100) Hallmark Channel (formerly Odyssey) Oct-93 Liberty Media (32.5) HBO (Home Box Office) Nov-72 AOL Time Warner (100) HBO Latino Nov-00 AOL Time Warner (100) HBO Plus Dec-75 AOL Time Warner (100) HBO Signature Oct-93 AOL Time Warner (100) HBO Comedy May-99 AOL Time Warner (100) HBO Family Dec-96 AOL Time Warner (100) HBO Zone May-99 AOL Time Warner (100) Home Shopping Network Jul-85 Liberty Media (19.7) Independent Film Channel Sep-94 Cablevision (75) International Channel Jul-90 Liberty Media (90) MoreMAX Aug-91 AOL Time Warner (100) MoviePlex Dec-79 Liberty Media (100) MuchMusic USA Jul-94 Cablevision (75)

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Programming Service Launch Date MSO Ownership (%) Outdoor Life Network Jul-95 Cox (33.3), Comcast (17), Liberty Media (15.4) OuterMax May-01 AOL Time Warner (100) Ovation: The Arts Network Apr-96 AOL Time Warner (4.2) PIN (Product Information Network) Apr-94 Cox (45) Prevue Channel Jan-88 Liberty Media (51) QVC Nov-86 Comcast (57), Liberty Media (43) Sci-Fi Channel Sept-92 Liberty Media (19.7) Sneak Prevue May-91 Liberty Media (12) Starz! Feb-94 Liberty Media (100) Starz! Action May-99 Liberty Media (100) Starz! Cinema May-99 Liberty Media (100) Starz! Family May-99 Liberty Media (100) Starz! Love Stories Feb-94 Liberty Media (100) Starz! MoviePlex Jan-95 Liberty Media (100) Starz! Mystery Feb-94 Liberty Media (100) Starz! Theater Mar-96 Liberty Media (100) Starz! True Stories Feb-94 Liberty Media (100) Starz! Wam Feb-94 Liberty Media (100) Starz! Westerns Feb-94 Liberty Media (100) Style May-99 Comcast (40), Liberty Media (10) TBS Dec-76 AOL Time Warner (100) Telemundo2 Jan-87 Liberty Media (40) TLC (The Learning Channel) Nov-80 Liberty Media (49), Cox (24.6) Thematic Multiplex SM Jul-94 Liberty Media (100) Thriller Max Jun-98 AOL Time Warner (100) TNT (Turner Network Television) Oct-88 AOL Time Warner (100) Travel Channel Feb-87 Liberty Media (49), Cox (24.6) Turner Classic Movies Apr-94 AOL Time Warner (100)

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Programming Service Launch Date MSO Ownership (%) USA Network Apr-80 Liberty Media (21) Viewers Choice 1-10 and Hot Choice (11 Nov-85 Cox (20), Time Warner (17), Liberty multiplexed channels) Media (11.7), Comcast (11) WE Jan-97 Cablevision (75) WMAX May-01 AOL Time Warner (100)

Notes:

1 Canales ñ, Liberty Media’s digital package of Spanish-language channels, consists of FoxSportsAmericas, CBS Telenoticias, CineLatino, BoxTejano, BoxExitos, and Canal 9.

2 On October, 11, 2001, NBC announced that it would acquire the Telemundo Network Group. Since this sale is subject to regulatory approval by the Federal Communications Commission and the Federal Trade Commission, we list it as vertically integrated with Liberty Media. See Steve McClellan, Lo Mas Grande Deal De NBC, Broadcasting & Cable, Oct. 15, 2001, at 6.

Sources:

NCTA, Directory of Cable Networks, Cable Television Developments 2001, at 28-146.

Joe Schlosser, Fox Puts on Some Speed, Broadcasting and Cable, Aug. 6, 2001, at 4.

BET.com, at http://www.bet.com/atBET/0.,C-6-73-137584,00.html.

Viacom.com, at http://www.viacom.com/unitbyseg.tin?sBusSegmentNickname=ctv.

Liberty Media Corp., at http://www.libertymedia.com/our_affiliates/video_programming.htm

Confidential Page 75. 9/20/02 United Telesystems, Inc.

TABLE C-2 National Video Programming Services Not Affiliated With a Cable Operator

Programming Service Launch Date A&E (Arts & Entertainment) Feb-84 ABC Family (formerly Fox Family Channel) Apr-77 All News Channel Nov-89 America's Store Sep-86 ANA Television Network Dec-91 ART (Arab Radio & Television) 1999 Asian American Satellite TV Jan-92 BBC America Mar-98 BET Jan-80 BET Action Pay Per View Sep-90 BET Gospel Nov-98 BET on Jazz Jan-96 Biography Channel Dec-98 Bloomberg Information Television Jan-95 Boating Channel Nov-98 Box Music Network Dec-85 Canal Sur Aug-91 CCTV-4 (China Central Television) Jan-98 CelticVision Mar-95 Classic Arts Showcase May-94 CMT (Country Music Television) Mar-83 CNBC Apr-89 CNET: The Computer Network Jan-95 College Entertainment Network Jan-97 Crime Channel Jul-93 C-SPAN* Mar-79 C-SPAN2* Jun-86 C-SPAN3* Sep-97 CTN (Chinese Television Network) 1995 Deep Dish TV Jan-86

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Programming Service Launch Date Disney Channel Apr-83 Do-It-Yourself Channel Sep-99 Dream TV Network Nov-96 Ecology Communications Nov-94 ESPN Sep-79 ESPN Classic Sports (formerly Classic Sports Network) May-95 ESPN2 Oct-93 ESPNEWS Nov-96 ESPN EXTRA Sep-99 ESPN NOW Sep-99 ETC (The Erotic Network) Jul-00 EWTN: Global Catholic Network Aug-81 Extasy Feb-98 Filipino Channel Apr-94 Flix Aug-92 Food Network Nov-93 Fox Movie Channel Nov-94 Fox News Channel Oct-96 Fox Sports World Español Feb-99 Fox Sports World 1997 FoxNet Jul-91 FX Jun-94 Free Speech TV (FSTV) Jun-95 Galavision Oct-79 Game Show Network Dec-94 Golden Eagle Broadcasting Nov-98 Goodlife Television Network (formerly Nostalgia Channel) Jun-98 History Channel Jan-95 History Channel International Dec-98 Home & Garden Television Dec-94 Hot Choice Jun-86

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Programming Service Launch Date Hot Networks Mar-99 HTV Aug-95 Idea Channel Jan-92 iN DEMAND (Pay Per View) Nov-85 Inspirational Network Apr-78 Interactive Channel Nov-93 International Channel Jul-90 Ladbroke Racing Channel Nov-84 Lifetime Movie Network Jun-98 Lifetime Television Feb-84 Lightspan Partnership, Inc. Feb-95 Locomotion Channel Nov-96 MBC Movie Network Nov-98 Melli TV 1995 MSNBC Jul-96 MTV “S” Aug-98 MTV “X” Aug-98 MTV Networks Latin America (formerly MTV Latino) Oct-93 MTV: Music Television Aug-81 MTV 2 Aug-98 My Pet TV Sep-96 NASA Television Jul-91 National Geographic Channel Jan-01 National Jewish Television May-81 Newsworld International Sep-94 Nick At Nite’s TV Land Apr-96 Nickelodeon Gas-Games & Sports Network Mar-99 Nick Too Jan-99 Nickelodeon/Nick at Nite Apr-79 Noggin Feb-99 NUE-TV Jul-00 Oasis TV Sep-97

Confidential Page 78. 9/20/02 United Telesystems, Inc.

Programming Service Launch Date Outdoor Channel Apr-93 Oxygen Feb-00 Pax TV Aug-98 Playboy TV Nov-82 Pleasure Channel Jun-99 Praise Television Dec-96 Proto X 1997 Puma TV 1997 RAI International 1999 Recovery Network Feb-97 Scandinavian Channel Oct-99 SCOLA Aug-87 Shop at Home Jun-86 Short TV Jan-99 Showtime Jul-76 Showtime Beyond Sep-99 Showtime Event Television (SET) 1979 Showtime Extreme 1998 Showtime Family Zone Mar-01 Showtime Next Mar-01 Showtime Women Mar-01 Skyview World Media 1992 SoapNet Jan-00 Speedvision Jan-96 Spice 1 May-89 Spice 2 Unknown Sun TV Aug-96 Starnet Jan-89 Sundance Channel Feb-96 The Erotic Network (TEN) Aug-98 TMC (The Movie Channel) Dec-79 True Blue Feb-98 TNN (The National Network) Mar-83

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Programming Service Launch Date Toon Disney Apr-98 Trinity Broadcasting Network Mar-83 TRIO Sep-94 TV 5 – USA Inc. Jan-98 TV Asia Apr-93 TV Games Network Unknown TV Japan Jul-91 TVN Entertainment Corporation (33 digital pay-per-view channels) Feb-98 TVR (TV Russia Network) 1995 TV Guide Channel Jan-88 TV Guide Interactive Oct-96 TV Guide Sneak Preview 1991 TVN Direct Jan-96 Universal Torah Broadcasting Network Dec-98 Univision Sep-76 UVTV/KTLA Mar-88 UVTV/WGN Nov-98 UVTV\WPIX May-84 ValueVision Oct-91 VH1 (Music First) Jan-85 VH1 (Classic Rock) Aug-98 VH1 Soul Aug-98 VHI Country Aug-98 Weather Channel May-82 Weather Channel/Latin America Nov-96 Weatherscan April-98 Weatherscan Local May-99 Wisdom Television Jul-97 Worship Network Sep-92 X Cubed Unknown Z Music Mar-93 ZEE TV 1999

Confidential Page 80. 9/20/02 United Telesystems, Inc.

Note:

* Cable affiliates provide 95 percent of funding for C-SPAN, C-SPAN2, and C-SPAN3, but have no ownership or program control interests. DBS licensees provide the other 5 percent of funding and also have no ownership or program control interests.

Source:

NCTA, Directory of Cable Networks, Cable Television Developments 2001, at 28-154.

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TABLE C-3 Regional Video Programming Services

Programming Services Launch Date MSO Ownership (%) Arabic Channel Apr-91 Arizona News Channel Nov-96 Automotive Television Network (ATN) Sep-95 Bonjour USA Sep-94 Cable TV Network of New Jersey Jul-93 California Channel Feb-91 Casa Club TV Jul-97 Central Florida News 13 Oct-97 AOL Time Warner (50) ChicagoLand Television News (CLTV) Jan-93 CN8 – The Comcast Network 1996 Comcast (100) Comcast SportsNet Oct-97 Comcast (45) Comcast SportsNet Mid Atlantic Apr-84 Comcast (45) County Television Network San Diego Jul-96 Ecumenical Television Channel 1983 Empire Sports Network Dec-90 Florida's News Channel Sep-98 Fox Sports Net West Oct-85 Cablevision (45) Fox Sports Net 2 Jan-97 Cablevision (45) Fox Sports Net Arizona Sep-96 Cablevision (45) Fox Sports Net Bay Area Apr-90 Cablevision (45) Fox Sports Net Chicago Jan-84 Cablevision (45) Fox Sports Cincinnati 1989 Cablevision (45) Fox Sports Net Detroit Sep-97 Cablevision (45) Fox Sports Intermountain West 1990 Cablevision (45) Fox Sports Midwest 1989 Cablevision (45) Fox Sports Net New England Nov-81 Cablevision (22.5), Liberty Media (50) Fox Sports New York 1982 Cablevision (41.5) Fox Sports Net North Mar-89 Cablevision (45) Fox Sports Net Northwest Nov-88 Cablevision (45) Fox Sports Net Ohio Feb-89 Cablevision (45)

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Programming Services Launch Date MSO Ownership (%) Fox Sports Net Pittsburgh Apr-86 Cablevision (45) Fox Sports Net Rocky Mountain Nov-88 Cablevision (45) Fox Sports Net South Aug-90 Cablevision (45) Fox Sports Net Southwest Jan-83 Cablevision (45) Fox Sports West 2 Jan-97 Cablevision (45) Hip Hop Network Jan-97 Home Team Sports (HTS) Apr-84 Liberty Media (17) International Television Broadcasting (ITV) Apr-86 Las Vegas One News Apr-98 Local News on Cable Feb-97 Lottery Channel Nov-95 Madison Square Garden Network (MSG) Oct-69 Liberty Media (18), Cablevision (41.5) MediaOne News Dec-95 Liberty Media (100) MGM Jul-97 Michigan Government Television Jul-96 Midwest Sports Channel Mar-89 MSG Metro Guide Aug-98 Cablevision (100) MSG Metro Learning Channel Aug-98 Cablevision (100) MSG Traffic and Weather Aug-98 Cablevision (100) Neighborhood News L.I. Unknown Cablevision (75) New England Cable News Mar-92 Liberty Media (50) New England Sports Network (NESN) Mar-84 New York 1 News Sep-92 News 12 Connecticut Jun-95 Cablevision (75) News 12 Long Island Dec-86 Cablevision (75) News 12 New Jersey Mar-96 Cablevision (75) News 12 The Bronx Jun-98 Cablevision News 12 Westchester Nov-95 Cablevision (75) News 8 Austin Sep-99 News Channel 5+ Sept-96 News Now 53 Jun-97 Cox (50) News on One Oct-97

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Programming Services Launch Date MSO Ownership (%) News Watch 15 Oct-99 Newschannel 8 Oct-91 NGTV Dec-87 Nippon Golden Network Jan-82 NorthWest Cable News Dec-95 Ohio News Network May-97 PASS Sports (Pro-Am Sports System) Apr-84 Pennsylvania Cable Network (PCN) Sep-79 Pittsburgh Cable News Channel (PCNC) Jan-94 Rarities Exchange Dec-98 San Diego’s News Channel 15 Jan-97 Six News Now Jul-95 South Florida News Channel 1998 SportsChannel Florida Dec-87 Liberty Media (6), Cablevision (13.5) Sunshine Network Mar-88 Liberty Media (34.5), Comcast (16), Cox (5.3) Texas Cable News Jan-99 TV33 Dec-95 WSBK Feb-88

Sources:

NCTA, Regional Cable Networks, Cable Television Developments 2001, at 174-200.

Cablevision Systems Corp., at http://www.cablevision.com/cvhome/cvrainb/rainbow.htm.

FoxSports, at http://foxsports.com/direct/index.sml.

New Frontier Media, at http://www.noof.com/business/broadcast.html.

Confidential Page 84. 9/20/02 United Telesystems, Inc.

TABLE C-4 Planned Programming Services

Programming Service Planned Launch Date, If Announced AACN 2Q02 American Legal Network TBA AMC’s American Pop TBA American West Network TBA Anthropology Programming and Entertainment TBA Anti-Aging Network TBA Applause TBA Auto Channel 2Q02 Baby TV TBA Beauty Channel 4Q02 BET Rap/Hip Hop TBA BET World Music Beat TBA Black Women’s Television 4Q01 Boating Channel TBA Bravo World Cinema TBA Children’s Fashion Network 4Q01 Collectors Channel TBA Documentary Channel 4Q01 Eurocinema TBA Fad TV (Fashion & Design Television) 2Q02 Fashion Network TBA Fine Living 1Q02 G4 April 2002 GETV Network March 2002 Global Village Network TBA Hobby Craft Interactive TBA Honey Vision TBA Investment TV 4Q01 Local News Network TBA Love Network TBA Moviewatch 2002

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Programming Service Planned Launch Date, If Announced Native American Nations Program Network 2002 Noah’s World International April 2002 Orb TV TBA Performance Showcase TBA Premiere Horse Network TBA Puppy Channel February 2002 RadioTV Network 4Q02 Real Estate Network (TREN) TBA Romanceland TBA Seminar TV Network (Seminar TV) 1Q02 Senior Citizens Television Network 1Q01 Si TV 2002 Skywatcher Channel TBA The Football Channel (TFN) TBA The Gospel Network TBA The Military Channel TBA The World Cinema Channel TBA Theater Channel TBA The Tennis Channel July 2002 Youth Sports Broadcasting Channel TBA

Sources:

NCTA, Planned Services, Cable Television Developments 2001, at 155-173.

John M. Higgins, Tennis Anyone, Broadcasting & Cable, Sept. 3, 2001, at 12.

Scripps Secures Time Warner Carriage, Multichannel News, Oct. 15, 2001, at 2.

Confidential Page 86. 9/20/02 United Telesystems, Inc.

TABLE C-5 MSO Ownership in National Programming

Services1 Subs. Liberty AOL Comcast Cox Cablevision (mil) Media Time Warner Systems

Action Max 37.0 100.0% AMC 75.0 75.0%

Animal Planet 54.0 49.0% 19.7% @Max *2 100.0% BET Movies 10.0 100.0% Black Starz! * 100.0% Bravo 49.4 25.0% 75.0% Canales ñ (6 channels) * 100.0% Cartoon Network 60.0 100.0% Cinemax 100.0% CNN 79.7 100.0% CNN Español 10.5 100.0% CNN Headline News 76.2 100.0% CNN International3 10.0 100.0% CNN/SI 15.4 100.0% CNN Money 13.0 100.0% Comedy Central 69.0 50.0% Court TV 40.0 50.0% 50.0% Discovery 81.7 49.0% 24.6% Discovery Civilization 7.0 49.0% 24.6% Discovery En Español * 49.0% 24.6% Discovery Health 25.0 49.0% 24.6% Discovery 7.0 49.0% 24.6% Home&Leisure Discovery Kids 10.0 49.0% 24.6% Discovery Science 10.0 49.0% 24.6% Discovery Wings 7.0 49.0% 24.6% E! Entertainment 65.0 10.0% 40.0% Encore 16.0 100.0% Encore Action * 100.0%

Confidential Page 87. 9/20/02 United Telesystems, Inc.

Services1 Subs. Liberty AOL Comcast Cox Cablevision (mil) Media Time Warner Systems

Encore Love Stories * 100.0% Encore Mysteries * 100.0% Encore True * 100.0% Stories/Drama Encore WAM! * 100.0% Encore Westerns * 100.0% Fox Sports (5 channels) 100.0% 5Star Max * 100.0% GEMS International TV 6.4 50.0% Golf Channel 29.5 10.0% 90.0% Great American Country 15.0 100.0% Hallmark Channel * 32.5% HBO 37.04 100.0% HBO Latino * 100.0% HBO Plus * 100.0% HBO Signature * 100.0% HBO Comedy * 100.0% HBO Family * 100.0% HBO Zone * 100.0% HSN 50.0 19.7% Independent Film 30.0 75.0% Channel International Channel 8.3 90.0% More Max * 100.0% Movie Plex 8 100.0% Much Music USA 19.1 75.0% Outdoor Life 26.0 15.4% 17.0% 33.3% Outer Max * 100.0% Ovation 15.0 4.2% PIN 35.0 45.0% Prevue Channel * 51.0%

Confidential Page 88. 9/20/02 United Telesystems, Inc.

Services1 Subs. Liberty AOL Comcast Cox Cablevision (mil) Media Time Warner Systems

QVC 74.8 43.0% 57.0% Sci-Fi 66.0 19.7% Sneak Prevue * 12.0% Starz! 13.0 100.0% Starz! Action * 100.0% Starz! Cinema * 100.0% Starz! Family * 100.0% Starz! Love St. * 100.0% Starz! MoviePlex * 100.0% Starz! Mystery * 100.0% Starz! Theater * 100.0% Starz! True Stories * 100.0% Starz! WAM * 100.0% Starz! Westerns * 100.0% Style 8.0 10.0% 40.0% TBS 82.0 100.0% Telemundo 22.2 40.0% TLC 78.0 49.0% 24.6% Thematic Multiplex SM 24.55 100.0% Thriller Max * 100.0% TNT 81.6 100.0% Travel Channel 52.3 49.0% 24.6% TCM 45.0 100.0% USA 81.0 21.0% Viewers Choice 1-10 * 11.7% 17.0% 11.0% 20.0% WE (formerly Romance) 25.0 75.0% Wmax * 100.0%

Confidential Page 89. 9/20/02 United Telesystems, Inc.

Notes:

1 In addition to cable, other services such as MMDS (wireless cable), SMATV (satellite master antenna television), satellite, including DBS (direct broadcast satellite) and HSD (home satellite dish), broadcast television, and LPTV (low power television) may distribute these signals. Subscriber figures may include these non-cable services.

2 Indicates that subscribership count is unknown or not available.

3 CNN International subscribership of 10 million includes domestic US subscribers only. CNN International has 129 million subscribers outside the U.S.

4 HBO subscriber numbers include HBO Latino, HBO Plus, HBO Signature, HBO Comedy, HBO Family, HBO Zone, and Cinemax, 5 Star Max, @ Max, MoreMax, ActionMax, Outer Max, Thriller Max and W Max.

5 Encore’s Thematic Multiplex subscriber numbers include Encore Love Stories, Encore Westerns, Encore Mystery, Encore Action, Encore True Stories and Encore WAM.

Sources:

NCTA, Directory of Cable Networks, Cable Television Developments 2001, at 25-146.

GemstarTV Guide International, at http://www.gemstartvguide.com/investors/shareholders.asp.

ATT Broadband, at http://www.attbroadband.com/services/other/Partners.html.

Confidential Page 90. 9/20/02 United Telesystems, Inc.

TABLE C-6 Top 20 Programming Services by Subscribership

Rank Programming Number of MSO Ownership Interest in Network Subscribers (Millions) Network (%) 1 TBS 82.0 AOL Time Warner (100) 2 Discovery Channel 81.7 Liberty Media (49), Cox (24.6) 3 TNT 81.6 AOL Time Warner (100) 4 ESPN 81.0 5 USA Network 81.0 Liberty Media (21) 6 Fox Family Channel 80.5 7 A&E 80.4 8 TNN 80.1 9 Lifetime Television 79.9 10 Nickelodeon/Nick at Nite 79.8 11 CNN 79.7 AOL Time Warner (100) 12 C-SPAN 79.4 13 The Weather Channel 78.9 14 TLC 78.0 Liberty Media (49), Cox (24.6) 15 MTV 77.3 16 QVC 77.0 Comcast (57), Liberty Media (43) 17 CNN Headline News 76.2 AOL Time Warner (100) 18 CNBC 76.0 19 AMC 75.9 Cablevision (75) 20 VH1 74.2

Notes:

In addition to cable, other services such as MMDS (wireless cable), SMATV (satellite master antenna television), satellite, including HSD (home satellite dish) and DBS (direct broadcast satellite), broadcast television and LPTV (low power television) may distribute these signals. Subscriber figures may include these non-cable services. Cable affiliates provide 95 percent of funding for C-SPAN, but have no ownership or program control interests. DBS licenses provide the other five percent of funding and also have no ownership or program control interests.

Source:

NCTA, Top 20 Cable Networks, Cable Television Developments 2001, at 22-23.

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TABLE C-7 Top 20 Programming Services by Prime Time Rating

Rank Programming Service MSO with Ownership Interest (%) 1 Lifetime Television 2 USA Network Liberty Media (21) 3 TNT AOL Time Warner (100) 4 Cartoon Network AOL Time Warner (100) 5 TBS AOL Time Warner (100) 6 Nick at Night 7 A&E 8 Discovery Channel Liberty Media (49), Cox (24.6) 9 WGN-C 10 TNN 11 History Channel 12 ESPN 13 TLC Liberty Media (49), Cox (24.6) 14 MTV 15 FX 16 Sci-Fi Liberty Media (19.7) 17 Fox News 18 TV Land 19 BET 20 HGTV

Source:

Paul Kagan Assocs., Inc., Day Part Ratings Averages, Prime Time (3rd Quarter), Cable Program Investor, Sept. 11, 2001, at 6.

Confidential Page 92. 9/20/02 United Telesystems, Inc.

CITY OF GENEVA, ILLINOIS BROADBAND NETWORK INITIATIVE HEADEND LEASE AND SYSTEM MANAGEMENT OPPORTUNITY SEPTEMBER 20, 2002

I. GENERAL

The city of Geneva, Illinois (the “City”) has an opportunity to partner with neighboring municipal service providers to develop and operate its broadband network as set forth in the draft of the following management agreement. United Telesystems, Inc. (“UTI”) has previously supported similar arrangements, bringing as many as four (4) municipal clients together to operate their systems jointly through a common headend facility along with participating in an arrangement whereby certain operating expenses associated with common elements such as technical support and customer service are shared among the various entities.

II. THE HEADEND

Should such an arrangement be pulled together between the City and neighboring municipal service providers, the networks would be operated through the established municipal service providers “headend” facility in one of the communities via a fiber optic link. The headend is the technological center of the system, where many programming operations and functions are processed, such as the reception of satellite delivered programming and broadcast signals. It includes facilities for descrambling incoming signals from satellite and broadcast programming networks, assigning them channel numbers, and processing them for retransmission over broadband lines. The headend also contains electronic equipment for inserting advertising at the local level, encrypting signals for security purposes, and playing or producing public access/local origination programming. Should the City elect to enter into an arrangement with municipal service providers to gain access to the municipal service providers headend, the City can expect to save up to a pro rata percentage of the capital costs currently budgeted in anticipation of the City establishing a stand alone, single system headend facility.

III. SYSTEM OPERATIONS

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Municipal service providers could also share valuable engineering, design, and construction support information and services should the City elect to move forward to construct and operate a broadband network. The attached management agreement sets for a framework around which the City and municipal service providers may work to accomplish this objective. By working out such an arrangement with municipal service providers, the City may position itself to further conserve capital and to operation more efficiently through the sharing of common resources.

Confidential Page 2. 9/20/02 UTI Draft 9/20/02

BROADBAND SYSTEM MANAGEMENT AGREEMENT

BROADBAND SYSTEM MANAGEMENT AGREEMENT (the "Agreement") dated as of the ______day of ______2002, between the Cities of Batavia, Geneva, and St. Charles, IL ("Customer") and Tri-Cities Broadband Authority ("Service Provider").

RECITALS

A. Customer intends to construct and own a certain Broadband System located in and around Batavia, Geneva, and St. Charles, IL (the "System").

B. Service Provider is an authority established to facilitate the provisioning of broadband services.

C. Customer desires to enter into a management agreement with Service Provider for providing for the management of the operation of the System.

D. Service Provider has the experience and ability to manage the System and is willing to do so upon the terms and conditions set forth in this Agreement.

AGREEMENTS

In consideration of the mutual covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, Customer and Service Provider hereby agrees as follows:

I. EMPLOYMENT OF MANAGER: TERM

1.1 Customer hereby employs Service Provider and Service Provider hereby accepts the employment as exclusive manager of the System upon the conditions and for the term and compensation set forth in this Agreement.

1.2 This Agreement shall become effective as of the date hereof and shall continue in full force and effect unless terminated in accordance with Article 7 of this Agreement.

II. SERVICES TO BE PERFORMED

Subject to (i) the limitations on the authority of the Service Provider set forth in Article IV, (ii) the right of Customer to perform certain functions itself and to direct the Service Provider to take or omit to take certain actions, as set forth in this Agreement, (iii) the right of Customer to supervise the conduct of the business by the Service Provider as set forth in this Agreement, after consultation with and the consent of the Service Provider, which consent shall not be unreasonably withheld, (iv) such limitations as are required to preserve Customer's rights and (v) such requirements as are specified in any franchise,

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license, contract, law or regulations applicable to the System, the Service Provider shall manage and supervise the operations of the System. Service Provider shall make available to the System its experience and knowledge as to preferred operating methods and procedures and provide such general overall management services and strategic planning as are necessary for the proper and efficient operation of the System. Such management and supervisory services of Service Provider shall include, but not necessarily be limited to:

2.1 Supervision. Service Provider shall supervise and conduct the day-to-day operations of the System in the ordinary course of business and shall devote such time as is required and as may be necessary for the proper and efficient management of the System.

2.2 System Construction. On behalf of Customer, Service Provider shall coordinate the engineering, design, construction and activation of the System. During the construction phase, Service Provider shall be compensated for construction support services based upon the total number of plant miles to be constructed and activated. In calculating the amount to be remitted by Customer to Service Provider for construction support services, the total plant miles to be constructed as determined by the final system design shall be used to determine the pro rate share of Operating Expenses due from Customer to Service Provider as set forth in Section V herein. Customer shall be responsible for all capital costs relating to the construction of the System.

2.3 Marketing and Installations. Customer shall coordinate the subscriber marketing and installation activities of the System.

2.4 Employees. On behalf of Customer, Service Provider shall recruit, select, hire, supervise, train, instruct, discharge, and otherwise manage all on-site employees, agents or contractors considered by Service Provider to be necessary for the efficient day-to-day operation of the System all of whom shall be employees of Service Provider.

2.5 Negotiation of Contracts. Service Provider shall negotiate all contracts and issue purchase orders necessary for the operation, maintenance, servicing, repair, protection, improvement, expansion, and other management of the System.

2.6 Maintenance. Service Provider shall cause the System to be maintained and serviced at all times in good operating condition. As specifically directed by Customer, any and all capital improvements to the System shall be managed by Service Provider.

2.7 Insurance. Service Provider shall maintain in effect (a) such policies of insurance as Customer may from time to time direct to be carried against fire and extended coverage and other such hazards as Service Provider may elect to insure against and (b) policies of insurance against liability for injury or death to persons and damage to property. Each of such policies and coverages shall name as insureds Customer, Service Provider and any other third party as may be required by contract in connection with operation of the System. Service Provider shall maintain in effect policies of insurance

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or other coverage for workmen's compensation in such forms and in such amounts, as Customer may from time to time consider appropriate.

2.8 Other Responsibilities. Service Provider shall perform all other supervisory management services as required to result in the efficient operation of the System.

III. RECORDS: REPORTS. FILINGS

3.1 Customer shall keep or cause to be kept all necessary books and records of all of the System' affairs, in which shall be entered the transactions of the System.

3.2 Other than reports required by the Federal Communications Commission (“FCC”) Customer shall be responsible for the filing of all federal, state and local reports as may be required, including, without limitation, income tax withholding reports and copyright filings. Service Provider shall be responsible for filing all FCC reports relating to the operation and maintenance of the System on behalf of Customer.

IV. AUTHORITY OF MANAGER

4.1 Service Provider is authorized to take any action not specifically prohibited or limited by this Agreement or by law or administrative enactment, which may be required in the judgment of Service Provider in order to ensure the proper operation of the System.

4.2 Service Provider shall comply with all terms and conditions of franchises for the System.

4.3 Service Provider shall not take any action nor shall it omit to take any action, which would result in a violation on Customer's part of any agreement pursuant to which any security interest in any assets comprising a part of the System has been granted ("Security Agreement").

V. SYSTEM OPERATING AND PROGRAMMING EXPENSES

5.1 The pro rata amount of Operating Expenses due to the Service Provider by Customer will be computed on a monthly basis and payable at the end of each calendar month. Service Provider shall submit a statement to Customer reflecting its pro rata share of Operating Expenses. If this Agreement is terminated, the Operating Expenses will be prorated to the date of termination.

5.2 The pro rata amount of Operating Expenses due to the Service Provider by Customer shall be calculated by (a) dividing the total number of active plant miles owned by Customer by the total number of active plant miles under the management of the Service Provider and (b) then multiplying the percentage therein derived by the total Operating Expenses incurred by the Service Provider during the calendar month. Customer shall remit payment of the Operating Expenses within fourteen (14) days of the receipt of the Operating Expenses statement by Customer.

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5.3 Customer shall be responsible for the calculation and payment of all Programming Expenses relating to programming services provided to subscribers by the System and shall maintain all necessary agreements with programmers.

VI. OPERATING REVENUES AND EXPENSES

6.1 Any and all funds derived from the System shall be the property of Customer.

6.2 Customer shall be responsible for all payments of costs, expenses, fees and charges with respect to operations of the System as provided for in this Agreement, including, but not limited to, the Operating and Programming Expenses (or any other disbursement, charges, compensation, and reimbursement payable to Service Provider).

VII. DEFAULT AND TERMINATION

7.1 A default by Customer or Service Provider shall occur if Customer or Service Provider shall breach any material covenant or condition of this Agreement to be kept or performed by it.

7.2 This Agreement may be terminated as follows:

(a) By either Customer or Service Provider on written notice to the other in the event of any default by the other which continues uncured for 30 days (in the case of any failure to make payment of money) or for 60 days (in the case of any other default) after written notice is given from the non-defaulting party to the other party.

(b) By either Customer or Service Provider on written notice to the other, if the other party (i) files a petition in bankruptcy or insolvency, (ii) makes an assignment for the benefit of creditors, (iii) files a petition for the reorganization or for the appointment of a receiver or trustee of all or a substantial portion of its property, or (iv) if a petition in bankruptcy or other above-described petition is filed against either Customer or Service Provider which is not discharged within 180 days of filing,

(c) Upon expiration of the term of this Agreement set forth in 1.2; provided, however, that Customer and Service Provider may mutually agree to continue this Agreement for any additional period of time.

7.3 After receipt of notice of termination and before the date of termination provided by such notice or this Agreement, Service Provider shall continue to manage the System in accordance with this Agreement, unless instructed by Customer in writing to the contrary, in which case such instructions shall prevail over any other provisions of this Agreement. In addition, Service Provider shall take all actions necessary to deliver to

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Customer or its designee, possession or control of all property of Customer used in or relating to the System, in an orderly manner and without interruption of Customer's obligations to its obligees, including, but not limited to, its Subscribers, customers, advertisers, employees, agents, contractors and all governmental authorities.

7.4 Subject to any special instructions by Customer, on the date of termination of this Agreement, Service Provider shall immediately relinquish to Customer or its designee, possession and control of all property of Customer used in or relating to the System, including, but not limited to, the physical plant and equipment, and all documents, records and data.

VIII. MISCELLANEOUS

8.1 All communications permitted or required between the parties hereto shall be in writing and shall be deemed to have been duly given when delivered by messenger, overnight delivery service, facsimile (receipt confirmed) or by registered or certified mail postage prepaid, return receipt requested, addressed to the following addresses or at such other addresses as may be designated from time to time by written notice to the other party.

If to Customer:

The City of Batavia 100 North Island Avenue Batavia, IL 60510-1930 Attn: City Administrator William R. McGrath Tel. No. 630-879-1424 Fax No. 630-879-0710 And,

The City of Geneva 22 South First Street Geneva, IL 60134 Attn: City Administrator Phillip Page Tel. No. 630-232-7594 Fax No. 630-262-0867

And, The City of St. Charles Two East Main Street St. Charles, IL 60174-1984 Attn: City Administrator Larry Maholland Tel. No. 630-377-4425

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Fax No. 630-377-4440

If to Service Provider:

Tri-Cities Broadband Authority [Insert Contact] [Insert Address]

8.2 Neither party shall have the right to assign this Agreement without the written consent of the other party, nor shall this Agreement or any of the rights or obligations of the parties arising under this Agreement, be transferable by operation of law or otherwise; provided, however, that either party may assign this Agreement to an affiliated entity without the consent of the other party. Subject to the foregoing, this Agreement shall inure to the benefit of and be binding upon the parties and their respective successors and assigns.

8.3 This Agreement may not be modified, altered or amended in any manner except by agreement in writing duly executed by the parties. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement.

8.4 This Agreement may be signed in any number of identical counterparts, and all such counterparts, when taken together, shall be deemed to constitute the original of this Agreement.

8.5 This Agreement shall be governed by and construed according to the laws of the State of Illinois.

CUSTOMER SERVICE PROVIDER

By: ______By: ______

Title: ______Title: ______

By: ______

Title: ______

Page 6. United Telesystems, Inc.

THE CITY OF GENEVA, ILLINOIS BROADBAND NETWORK INITIATIVE QUALIFYING STATEMENTS & PLAN OF FINANCING SEPTEMBER 20, 2002

I. QUALIFYING STATEMENTS

This Business Plan and associated financial projections were prepared under the assumption that the construction and operation of the broadband network (the “Broadband Network”) and associated business would be developed by the City of Geneva, Illinois (the “City”) through the issuance of revenue bonds in conjunction with the City of Geneva with a general obligation pledge from the City of Geneva, Illinois. No consideration has been given in the Business Plan to possible operating expense or capital cost savings realized through the utilization of existing resources. The implementation of the plan as set forth in the Business Plan anticipates that the broadband services division of the City will operate on a “stand alone” basis and, therefore, the Business Plan does not contemplate that the project will have any impact on existing utility department resources.

The development of a Broadband Network by the City as contemplated by this Business Plan has been deemed feasible based upon the assumptions set forth. The Business Plan and associated financial projections represent a plan, which by design, is intended to be conservative in all respects. For example, expense items such as franchise fees and pole attachment rental are shown as being paid. It is likely that existing resources can be integrated into the operation of the Broadband Network to reduce capital expenditures and operating expenses. The ultimate feasibility of the project, should it be undertaken by the City, will be dependent upon the City ability to: (a) construct and operate the Broadband Network within the capital and operating budgets set forth; and (b) achieve service penetration for the broadband services set forth at suggested rates levels sufficient to support the capital investment in the infrastructure and associated operating expenses. If service penetration levels are substantially lower than the projected percentages in the Business Plan, then additional cash reserves will be necessary to cover operating losses and debt financing.

As in other industries, technical obsolescence will always remain a concern in the broadband services industry. Deploying the Broadband

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Network utilizing the most advanced technology feasibly available will help insure that the Broadband Network will have a viable life span long enough to recover the capital investment. The equipment and architecture of the Broadband Network recommended in this Feasibility Study utilize the most advanced proven telecommunications technology available. The life spans of fiber optic cables are in excess of 20 years. As new network enhancements are developed, it is likely that the Broadband Network will require upgrading to keep pace with changes in technology and to take advantage of new business opportunity.

Historically, incumbent service providers have often elected to aggressively oppose municipal entities seeking to provide video, data, or telecommunications services in direct competition with private enterprise. Incumbent service providers frequently seek to delay or prevent competition through legal and/or legislative actions. It is likely that incumbent service providers may also elect to upgrade systems and adjust service rates in an attempt to decrease the effects of competition. Should the City elect to proceed, these factors should be taken into consideration and should be anticipated.

II. PLAN OF FINANCING

A. General Overview

The Business Plan capital and operating budgets include: (a) labor, materials, and equipment capital costs associated with the deployment of the Network based upon the level of service to be provided as determined by an assessment of the Geneva Service Area; (b) revenue projections based upon recommended service offerings and proposed rates; and (c) an operating budget including marketing expenses, technical expenses, general and administrative expenses, and service related recurring expenses.

The Financial Projections in the Business Plan anticipate that the Broadband Network will be capitalized through the issuance of revenue bonds as allowed under Illinois law. The cost of issuance, insurance and net interest cost projected are estimated based upon recent interest rates and associated costs incurred in bond issues closed for similar projects. Issuance costs could vary and interest rates are subject to frequent changes based upon market conditions.

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The Business Plan anticipates that start-up capital for the project will be drawn from existing cash reserves and then repaid from the proceeds of the tax-exempt revenue bonds issued by the City. The Business Plan anticipates that all start-up expenses associated with the development of the Broadband Network incurred ninety (90) days prior to the passage of a reimbursement resolution by the City calling for the issuance of tax-exempt revenue bonds to finance the project will be repaid to the City. It is anticipated that the operation of the Broadband Network will have no impact on the City of Geneva’s general fund or taxpayers.

B. Plan of Financing Overview

The Business Plan assumes that the City will issue non-taxable municipal revenue bonds to capitalize the construction of the proposed broadband network. The Business Plan anticipates that the revenue bonds will be secured by a general obligation pledge by the City of Geneva and the assets of the broadband network and the revenues of the project.

C. Revenue Bond Issue Sources and Uses Statement

The following Revenue Bond Issue Sources and Uses Statement sets forth the details of revenue bonds to be issued by the City to capitalize the Broadband Network infrastructure as contemplated in the Business Plan Financial Projections. A significant and sufficient amount of detail required to evaluate the financial feasibility of the project can be found in the Business Plan Financial Projections.

Should the City elect to proceed with the implementation of the Business Plan, it is anticipated that the City will research financing options, the final terms of which, can then be incorporated in the financial projections included as part of this Business Plan. The terms of financing included as part of the Financial Projections were derived from the terms of tax-exempt revenue bonds issued currently planned by other clients of UTI implementing similar plans.

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D. Revenue Bond Debt Service Schedule

A revenue bond debt service schedule follows. The debt service schedule assumes an interest only period during the construction period of three (3) years as allowed under applicable Illinois statutes, interest capitalized in the proceeds of the bond issue for two (2) years, and an amortization period of fifteen (15) years, beginning in year four (4). The debt service schedule also assumes a net interest cost of 4.75% based upon general obligation pledge by the City of Geneva. As stated previously, interest rates change frequently and are subject to market conditions.

GENEVA FIBER NETWORK BOND DEBT SERVICE SCHEDULE Issuance Amount: $20,720,000 Annual interest rate: 4.75% Interest only period: 36 Months Term in years: 15 Payments per year: 2 First principal payment due: 7/1/2005 Calculated payment: $973,527.25 Payment Beginning Ending Cumulative No. Date Balance Interest Principal Balance Interest 1 1/1/2003 20,720,000.00 492,100.00 0.00 20,720,000.00 492,100.00 2 7/1/2003 20,720,000.00 492,100.00 0.00 20,720,000.00 984,200.00 3 1/1/2004 20,720,000.00 492,100.00 0.00 20,720,000.00 1,476,300.00 4 7/1/2004 20,720,000.00 492,100.00 0.00 20,720,000.00 1,968,400.00 5 1/1/2005 20,720,000.00 492,100.00 0.00 20,720,000.00 2,460,500.00 6 7/1/2005 20,720,000.00 492,100.00 0.00 20,720,000.00 2,952,600.00 1 7/1/2005 20,720,000.00 492,100.00 481,427.25 20,238,572.75 3,444,700.00 2 1/1/2006 20,238,572.75 480,666.10 492,861.15 19,745,711.60 3,925,366.10 3 7/1/2006 19,745,711.60 468,960.65 504,566.60 19,241,145.00 4,394,326.75 4 1/1/2007 19,241,145.00 456,977.19 516,550.06 18,724,594.94 4,851,303.95 5 7/1/2007 18,724,594.94 444,709.13 528,818.12 18,195,776.82 5,296,013.08 6 1/1/2008 18,195,776.82 432,149.70 541,377.55 17,654,399.27 5,728,162.78 7 7/1/2008 17,654,399.27 419,291.98 554,235.27 17,100,164.00 6,147,454.76 8 1/1/2009 17,100,164.00 406,128.90 567,398.36 16,532,765.65 6,553,583.65 9 7/1/2009 16,532,765.65 392,653.18 580,874.07 15,951,891.58 6,946,236.84 10 1/1/2010 15,951,891.58 378,857.42 594,669.83 15,357,221.75 7,325,094.26 11 7/1/2010 15,357,221.75 364,734.02 608,793.23 14,748,428.52 7,689,828.28 12 1/1/2011 14,748,428.52 350,275.18 623,252.07 14,125,176.44 8,040,103.46 13 7/1/2011 14,125,176.44 335,472.94 638,054.31 13,487,122.13 8,375,576.40 14 1/1/2012 13,487,122.13 320,319.15 653,208.10 12,833,914.03 8,695,895.55 15 7/1/2012 12,833,914.03 304,805.46 668,721.79 12,165,192.24 9,000,701.01 16 1/1/2013 12,165,192.24 288,923.32 684,603.94 11,480,588.30 9,289,624.32 17 7/1/2013 11,480,588.30 272,663.97 700,863.28 10,779,725.03 9,562,288.29 18 1/1/2014 10,779,725.03 256,018.47 717,508.78 10,062,216.24 9,818,306.76 19 7/1/2014 10,062,216.24 238,977.64 734,549.62 9,327,666.63 10,057,284.40 20 1/1/2015 9,327,666.63 221,532.08 751,995.17 8,575,671.46 10,278,816.48 21 7/1/2015 8,575,671.46 203,672.20 769,855.05 7,805,816.41 10,482,488.68 22 1/1/2016 7,805,816.41 185,388.14 788,139.11 7,017,677.29 10,667,876.82 23 7/1/2016 7,017,677.29 166,669.84 806,857.42 6,210,819.88 10,834,546.65 24 1/1/2017 6,210,819.88 147,506.97 826,020.28 5,384,799.60 10,982,053.63 25 7/1/2017 5,384,799.60 127,888.99 845,638.26 4,539,161.34 11,109,942.62 26 1/1/2018 4,539,161.34 107,805.08 865,722.17 3,673,439.17 11,217,747.70 27 7/1/2018 3,673,439.17 87,244.18 886,283.07 2,787,156.10 11,304,991.88 28 1/1/2019 2,787,156.10 66,194.96 907,332.29 1,879,823.81 11,371,186.84 29 7/1/2019 1,879,823.81 44,645.82 928,881.44 950,942.37 11,415,832.65 30 1/1/2020 950,942.37 22,584.88 950,942.37 0.00 11,438,417.53

Confidential Page 4. 9/20/02 United Telesystems, Inc.

CITY OF GENEVA, ILLINOIS BROADBAND NETWORK INITIATIVE MUNICIPAL GOVERNMENT ADMINISTRATIVE & UTILITY APPLICATIONS SEPTEMBER 20, 2002

I. OVERVIEW

A. GENERAL

As part of the overall communications infrastructure plan that utilizes the Broadband Network to increase utility operational efficiency and provide a platform for future services, it is important to take note of the infrastructure’s capacity to potentially provide the City of Geneva (the “City”) with a cost-effective and flexible utility automation system solution. In much of the information provided in this section the value of the application is not only seen and quantified by the City but also by the consumer. Several vendors are currently developing and marketing utility automation solutions to utility service providers. While complete and detailed information specific to any one solution and or vendor is not incorporated in this Business Plan, the foregoing represents capabilities that would be requested at the time proposals are solicited.

The proposed Broadband Network can serve as a primary or secondary communications path to provide connectivity for the new Supervisory Control and Data Acquisition (“SCADA”) system. The Broadband Network is also capable of supporting the management and information needs of other city utilities such as water, sewage, and gas. Enhanced services for electric service providers, facilitated by the Broadband Network, should also be considered.

United Telesystems, Inc. (“UTI”) has attached an energy management services capital budget and operating financial projections associated with providing the energy management related function of load management capability to customers for a monthly fee along with remote electric service connect/disconnect and projected operating cost savings to the City associated with having this capability. The equipment used as an assumption in the energy management financial projections is manufactured by muNet, Inc. Information about muNet, Inc. is also attached.

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B. THE ALL FIBER BROADBAND PLATFORM

The fiber-to-the-home (“FTTH”) Broadband Network can be utilized as a cost-effective and efficient platform to respond to the increasing need for utility systems operational efficiency and information flow. The FTTH network is entirely utility non-application specific, meaning no special modifications are required to facilitate utility applications. The architecture consists of a number of fiber optic transmitters and receivers that receive and convert optical signals to electrical signals at the customer premise. Side-of- the-home gateways can be connected for the final link to the utility application end use devices such as an electric or water meter and home user interface.

The side-of-the-home gateway provides data communications from the broadband Wide Area Network (“WAN”) to the home Local Area Network (“LAN”). It is designed to facilitate communication between the utility host and residential devices such as an electric meter, water meter, or home user interface. Gateways being introduced by various vendors support utility operational applications such as automatic meter reading, service connect/disconnect, tamper detection, and in-home applications such as customer-controlled load management (sometimes referred to as “Demand Response”) and real-time pricing.

If more interaction or additional applications are required such as messaging, display of billing information, or home security services, multiple user interfaces may be supported with the addition of application host software. Various manufacturers can provide additional information on those types of user interfaces. Also, the deployment of a customized "utility" channel to display information such as billing or historical data over a customer's television set may be considered in the future.

II. APPLICATIONS

A. O&M OF ELECTRIC SYSTEM

The proposed Broadband Network could provide a communications path for SCADA needs. Highly reliable, high capacity broadband communications capability could be provided for electric system operations and maintenance. A likely alternative may use a mix of communications between the radio and FTTH systems. Existing radio network may remain

Confidential Page 2. 9/20/02 United Telesystems, Inc. the primary means of SCADA connectivity, with the broadband network being used to augment communications in areas where problems with communications links have been, or may be, encountered. Where wider monitoring coverage is desired, the broadband network may transport signals to the Master or to another point in the SCADA network.

Real time information on parameters such as voltage, amperage, power-quality and breaker status gives system operators a true picture of the condition of their system. Remote control of substation devices such as breakers and voltage regulators, along with distribution automation improves customer satisfaction by reducing outage times and by maintaining good power quality as system conditions change.

Another application for the Broadband Network would be to extend SCADA functionality from the substation out to distribution feeders. Distribution SCADA technology is commonly associated with communications between a dispatch center and substations, while Distribution Automation (“DA”) technology is commonly associated with extending control functions beyond the substation into the distribution network providing electric service. The Broadband Network could provide connectivity supporting DA signals. Capacitor banks located on feeders around the system and DA controls could be accessed through the Broadband Network through a control device that could be placed at that site to provide connectivity and control for the capacitor bank. Similar configurations could serve gang operated switches located on the electric distribution system.

B. MAINTAINING SUCCESSFUL C&I CUSTOMERS

Commercial and industrial (“C&I”) customers with high annual load factors, sometimes exceeding 80%, justify special attention and warrant the highest possible level of service. The Broadband Network currently under consideration offers new service opportunities for these valuable customers. Wide area networking between C&I customers in the community would be possible. High speed Internet access could further serve to support their business needs. Packaging telecommunications services with electric service could further enhance relationships with C&I customers and increase customer affinity.

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Expanding the use of SCADA, in conjunction with broadband connectivity would facilitate enhanced electric services for these customers. Metering information could be relayed to utility headquarters at the same time that it is passed on to the customer. Additional customer premise equipment could monitor surges and sags enabling power quality problems to be more quickly identified and resolved. Automatic outage detection could reduce outage times. After advanced energy services have been offered and implemented for select C&I customers, the experience gained could be used to extend value-added services to other C&I customers as well as reaching the residential customer base.

C. REVENUES FROM OTHER ELECTRIC DISTRIBUTION SUPPLIERS

An opportunity for the City may exist in providing enhanced energy management (EEM) and SCADA support services to electric distribution suppliers using the proposed Broadband Network infrastructure. A point-to- point fiber cable run to additional connectivity points could be incorporated in the overall broadband system design. Leadership in SCADA technology and the vision of offering video, Internet and telephony combine to also create the possibility to offer services in neighboring communities as well as to existing customers.

D. AUTOMATIC METER READING

The Broadband Network presents an opportunity for the City to remotely read utility meters for the City services, as well as for those services provided by others. It is even feasible that a wireless technology could be used to extend remote metering capability into an even wider area, using the broadband network for connectivity to the operations center. When considering an upgrade to automatic meter reading, benefits for certain customer groups should be considered. These groups include: “high value” commercial and industrial; restricted access meter sites; sites with high occupancy turnover and sites where security may be an issue. Aging meters, that need replacement may also help justify investment to update and upgrade to meters with new technology that have automatic meter reading capability.

A utility automation system should be designed to accommodate interactive energy service applications provided by various vendors. Each

Confidential Page 4. 9/20/02 United Telesystems, Inc. meter module should count and deliver kWh and kW for single-phase meters. The system should also be able to store meter readings for at least four different levels so as to support real-time pricing. The application/database should be capable of: (1) reading a single meter on demand from the user, (2) storing all meter data for a large population of meters, (3) integrating demand readings into user-defined intervals as low as one minute, (4) creating standardized and custom reports with an integral report generator, (5) providing networking support for high-speed data transfer to authorized users, both inside and outside the utility, to facilitate billing and other CIS functions, and (6) supporting add-on modules for gas and water meter reading.

Following are specific benefits potentially derived from the incorporation of AMR into the operation of a Broadband Network:

1. AMR would allow daily reads for Industrial Customers. Readings could then be posted on the Internet to allow customer load profiling abilities.

2. The City could use strategically located meters to report outages. Tying in the monitoring of these meters with SCADA would allow more efficient use of utility crews.

3. The residential application of AMR could reduce service orders by allowing auto read for successor type orders, also soft connects and disconnects. Typically, orders have been reduced by as much as 80% as an industry standard.

4. Billing complaints could be handled more efficiently with AMR. Load profiling ability could be enabled and disabled via the Broadband Network to create usage charts to explain customer's bill.

5. Power Quality problems (such as voltage flicker) could be analyzed remotely thereby reducing the manpower required to hook up equipment on site. These problems could be detected before the customer calls, adding to the level of service quality offered by The City.

6. Power theft could be detected quickly, allowing more efficient use of revenue protection workers. Simply turning the meter over would not

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cause lost revenue.

7. The amount of inaccurate meter reads and can't-reads would be reduced or eliminated (with full scale implementation), thus reducing the delay in billing and the cost to re-read a meter or estimate a bill.

The City may be able to generate additional revenue streams by providing meter-reading services to other utilities. Many electric and water systems use leased phone lines to communicate with facilities in their service areas. These sites include facilities such as substations, treatment plants and pumping stations. In a like manner, natural gas systems typically lease phone lines to monitor points in their gas distribution system. Recurring monthly fees are typically paid to local exchange carriers to reach each site. It is likely that an enhanced SCADA system will have the functional requirements and the capacity to satisfy water, gas, and electric system monitoring needs.

Accounting for the cost saving associated with remote meter reading could hasten the point in time when a fully automated system to read all utility meters could be justified. Water and gas utility sites could be referenced together with the electric system and the routing for the proposed broadband network. Connectivity to their facilities should be provided using the most economical and reliable solution.

E. LOAD CONTROL

Customer–controlled load management is a fairly new form of load management. This program allows the consumer to have more control over their energy consumption by enabling them to program appliances and adjust energy consumption based on the cost of energy. This process entails the installation of a device at the customer site with the device receiving signals notifying it of new pricing. For the utility, this form of load management provides a more efficient and cost-effective means of utilizing existing power capacity, rather than increasing capacity through capital purchases. Both the consumer and the utility could benefit from the addition of this program.

Load control modules and applications software should enable both utility direct load control and customer-controlled load management (Demand Response). The control units should accept alternative incoming

Confidential Page 6. 9/20/02 United Telesystems, Inc. communications mediums (such as LonWorks and CEBus powerline carrier or two-way UHF signals) to carry the appropriate load control protocols. This devise should also be able to send information back to a network controller about the switch, including all or partial contents of the switch's memory. The device should be able to confirm the switch's status, i.e. load(s) presently on or off, as well as the receipt and execution of a load control command from a master station application. All individual relay functions of the switch should be monitored.

The platforms should be enhanced to send these commands, receive the data, and present and store the data under real-time and off-line report generators. Residential and commercial users could directly control their load switches through a local user interface, as would be appropriate in a real-time pricing or time-of-use rate scenarios. The City may perform these functions remotely for the user's benefit in exchange for a service fee.

F. REAL-TIME PRICING (RTP)

Real-time pricing occurs when a utility charges the customer based on its cost to supply energy at any given time. By using load control devices, such as programmable thermostats, the consumer can specify a different temperature in response to the cost of energy to gain maximum benefit from electric utility pricing programs. Agents embedded in home energy products could monitor indoor and outdoor conditions and the market price of energy to adjust local consumption based on consumer instructions/preferences given to it.

Real-time pricing user interfaces for home energy management systems are available from various manufacturers. The application should relay the rate change to appropriate gateways and meter modules and then report back the current meter reading (which may include both kWh and kW data) and begin recording pulses in the new rate level's register. Once the RTP/AMR application receives the meter reading from the prior level, it can compare this reading to the last reading and calculate a consumption figure for that level. The RTP/AMR application will be responsible for routing the master database of meter readings and billing data.

G. OUTAGE DETECTION

Outage detection sensing and reporting could also be incorporated in

Confidential Page 7. 9/20/02 United Telesystems, Inc. the Broadband Network. A network controller should identify actual “outages” when a gateway fails to respond to a poll. When a gateway fails to respond, or when it has re-established communications, a message is sent to the outage-processing platform. Outage information will be processed and relayed. The platform will translate the system address to a phone number through a cross-reference table, so that existing third party platforms can monitor outages reported by either telephone or gateway-based sensors.

Outage detection services can also bring value to the utility via its usage by the consumer. Communities of networked agents could be used to detect power outages and signals each other to effect a correction of the outage. Power switching agents could respond to alarms from home- or substation based agents to re-route power distribution in the regional or local grid.

H. TAMPER DETECTION

Tampering with the meter or the gateway will be sensed by any removal or disconnection of the utility meter(s). This should set a flag in the gateway memory that the event occurred. When polled by a network controller, the gateway will pass this information on for display, alarming and logging. The application will also be responsible for notifying the utility user that some sort of breach has occurred while also logging the date/time of the event.

I. REMOTE SERVICE DISCONNECT

A whole house disconnect device could be an integral part of the gateway packaging. The breaker will incorporate a hard-wired link to the gateway, where only a driver circuit is required to open or close the breaker. With the proper signal from the master station, the device will disconnect or reconnect power to the home or business. If the meter is equipped with an AMR module, the meter should be read after power has been disconnected and the reading sent back to the AMR application. At power restoration, the meter will be read before the contactor allows power to flow to the home or business.

J. UTILITY AND CITY SECURITY

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The events of September 11, 2001, have prompted a renewed interest in issues related to maintaining and strengthening our critical infrastructure. Numerous federal agencies - the Department of Energy (DOE), the Federal Bureau of Investigation (FBI), the North American Electric Reliability Council (NERC), and electric industry officials are taking a careful look at the security of our transmission grid and electric generation facilities. On a local level, the events of September 11 also hit hard as the reality of unsecured city and utility facilities has become a more prevalent issue. On the night of September 11 many utilities posted trained guards in and around their facilities. This proved to be the acknowledgement that utility security – like airport security – may have some serious holes that need patching. The North American Electric Reliability Council (NERC) offers a plan for protecting the assets of the electricity sector. This plan has 11 components, one of which refers to physical security of the plant. Telecommunications infrastructure is noted as not only a portion of the infrastructure to be secured, but as a tool to assist in maintaining a secure electric distribution system.

III. CASE STUDIES

1. Customer Controlled Load-Management (Demand Response) a. Scottsboro Electric Plant Board (SEPB), AL, 750 Mhz, fiber- coax system installed in 1999. Testing muNet and Inter-Wave Inc. for AMR and other services; remote connect/disconnect, tamper detection and posting energy information on the Web. Manager, Jimmy Sandlin, reports that this is a way to improve their core business of selling electricity – and then they have another use for the infrastructure as well. Scottsboro sees this service as another way to enhance their image in the eyes of customers who for years only communicated with the utility when being billed or during an outage.

Mr. Sandlin sees this broadband system as an avenue to allow the utility customers an opportunity to manage their own bills by being allowed to schedule their usage of electricity with time-of-use rates, etc. The SEPB is currently engaged with the Tennessee Valley Authority (TVA) to run a pilot project to 25 residents homes where in which the residents would have such control over their utility consumption and hence their monthly bill. A goal of this project is to prove the economics of the Confidential Page 9. 9/20/02 United Telesystems, Inc.

investment.

b. Northeast Utilities, Hartford, CT, this utility is testing load curtailment with 50 residential customers using WebGate equipment. Customers can adjust or turn thermostats and hot water heaters on or off. Dave Scott, manager of meter engineering and reading for Northeast, points out that the State commissions recognize problems in California energy markets and realize that the same thing can happen in New England as well. “If we prepare for it and have mechanisms in place to allow us to curtail a load before it gets to be in a critical state like California, then we’re better off. The commissions are encouraging the distribution companies to develop programs to provide customers with that type of control”, said Mr. Scott.

2. Automatic Meter Reading (AMR) a. Glasgow Electric Plant Board, KY, has been testing AMR systems for many years. Currently (2002) they are testing AMR via Internet protocol using the WebGate IRIS gateway device to 25 utility employees. The WebGate gateway is one vendor’s answer to providing two-way communication between customer and utility, and can be used to offer real-time metering and a host of other services as well. At about $150 per meter, broadband systems are cheaper to install than many other AMR systems. b. Clark Public Utilities, Vancouver, WA, has been in the process of converting to AMR since August 2001. This process is expected to take nearly a year as there are nearly 150,000 meters. The utility reports that their up-front installation costs are about $12.9 million, but that they'll save about $22.5 million over 10 years, for a net savings after the costs of implementing the system of nearly $10 million. Officials report that the system actually pays for itself in four years. This utility will also have the ability to do remote connects and disconnects saving their staff approximately 9,000 special visits each year for such things as rechecking meter readings, checking for meter tampering, and disconnections of service for lack of payment or because people are moving. Also, other utilities with this type of system report reductions in the amount of

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power theft.

3. Remote Connect and Disconnect a. Tacoma Power and The Click! Network, WA, is currently testing remote connect/disconnect of electricity, Internet, and cable services in 10 employee homes. They are testing a variety of vendors solutions at this point. Jon Athow, gateway project manager for Tacoma Power reports that this pilot is part of Tacoma Power’s vision to connect its electric and Click! Telecommunications systems at the customer site.

4. Value Added Services a. Newnan Utilities, GA, began offering cable and high-speed internet service in 1997. It has 4,700 broadband customers who are eligible to sign up for the new remotely controlled home automation service branded as “nuHome”. nuHome provides a simple and complete home management solution for consumers interested in conserving energy, controlling devices and communicating with family members – from anywhere in the world. This service is only available to customers who subscribe to Newnan’s Internet service. From any cell phone (enabled with the standard text messaging feature) or web browser, the customer can access their home through the nuHome automation service. This monthly service uses the customers standard home PC, Newnan’s Internet service, and a few simple devices the customer plugs in.

The packages range from $15 to $30 with the basic package including remote control of two lamps and a light switch or one lamp, a light switch and an appliance. Another package includes two lamps and light switches, one appliance and a camera or thermostat control. Newnan began offering this service in January of 2002.

IV. SUMMARY

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Deregulation of the electric utility industry will eventually lead to customer choice. The customer’s selection of a power supplier will be based, in large part, on price and service. Electricity will become even more of a commodity than it is today. Electricity cannot be seen or touched. It is odorless and tasteless. It can only be stored in small quantities. The product itself is hard to differentiate between various suppliers. High quality electric service, bundled with other attractive services, will differentiate successful utilities from their competitors. Progressive change today will strengthen competitive position tomorrow for utilities willing to undertake new ventures. A lack of progressive action today will increase future business risks.

In addition to video, data/Internet, and telecommunications services, constructing and operating a broadband network in the City creates opportunities to offer several value-added services for the City delivered services and to utility service providers. Energy management, automatic meter reading, SCADA, power quality, Internet and wide-area networking all become more likely candidates to bundle with the core business of selling utility services.

It is possible that sites, in or near the City, could benefit from real- time monitoring and control. Such sites include: water utility points, gas utility points, capacitor banks, industrial sites, line re-closures and gang operated switches. Communications with additional sites would provide operational benefits, more revenue and increase customer satisfaction. The Broadband Network may provide the best connectivity solution for some of these sites. Regardless of the communications medium used, a closer evaluation of these opportunities should be undertaken to incorporate them in the City’s overall communications business plan.

Electric rates to end-use customers may preclude investment in load management devices for all but a few industrial customers with demand charges. If and when power costs increase, and corresponding rate structures change to a threshold that justifies wide use of energy management services, the City will be in a strong competitive position. By leveraging load patterns and SCADA capabilities in concert with a broadband network’s automatic meter reading capabilities, the ability to retain and attract electric customers in a competitive market will be greatly strengthened.

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CITY OF GENEVA, ILLINOIS BROADBAND NETWORK INITIATIVE FIBER TO THE HOME SYSTEM DEVELOPMENT AND MARKETING PLAN SEPTEMBER 20, 2002

I. GENERAL

In order to ensure the success of the proposed business plan, a detailed strategy for the development of the fiber-to-the-home (“FTTH”) system must be adhered to in order to meet the subscriber penetration and revenue goals projected in this business plan. Failure to follow a proven strategy for deployment of the FTTH system can drastically affect the success of this project. The following sections address some of the major strategic decisions for the development of a successful FTTH system.

II. HEADEND AND CENTRAL OFFICE FACILITY

One of the first strategic decisions will be the location of the headend/central office facility. The headend/central office facility is the heart of the FTTH system and must be strategically located based upon several criteria. Although it is not a technical requirement with the advantages provided through the utilization of fiber optics, if possible, the headend/central office facility should be located in the geographic center of the service area. This will serve to improve operating efficiencies with reducing the capital cost of plant constructed to serve outlying areas.

Based upon past experience, whenever possible, it is best to locate the headend/central office facility at the same location as the FTTH operations office. A tower, earth station and headend building will require at least one acre of land that is zoned for this type of use. A tower with a height of about 200 ft. is typical, headend building space requirements are about 2,500 sq. ft. for a smaller system, a clear southwestern view is required for the location of the earth station, warehouse facilities are needed during the construction period of the FTTH system and office space will be needed for customer service and technical personnel.

Various approaches have worked for United Telesystems, Inc. clients in the

Confidential Page 1. 9/20/02 United Telesystems, Inc. past. One is to construct a totally separate headend, warehouse and office facility for the entire operation. Another is to locate the headend, tower and earth station near existing facilities and incorporate this new business into the existing facilities and operations. If planned and implemented properly, both options have proven to be efficient.

III. ENGINEERING AND CONSTRUCTION PLANNING

One of the first steps in the development of the system is to define a feasible service area. While this study includes a general ride out of the service area with estimated plant miles and potential customers passed, a more detailed walk out of the service area is required as a foundation for the FTTH system design. Therefore, UTI recommends that a company be hired to do a complete walk out of the service area including all footages required to build the network. Once the walk out or strand mapping has been completed, then a final service area can be determined based upon the density of the service areas mapped. Subsequent to the walk out or strand mapping of the service area, a FTTH design company will develop a detailed design of the broadband network. This includes routing of cables, placing of electronics and power supplies in the system.

Another important strategic step is making the poles ready and underground areas ready for the installation of this new FTTH system. There must be adequate space on poles and in public rights-of-way to accommodate this new system. Permitting with all utility companies, phone companies, cable companies, railroads and transportation departments must be completed before installation of this system can be accomplished. The make ready phase can be a time consuming process so the earlier the make ready and permitting work can be started in the development of the system the better. The construction of the FTTH system can be started once the walkout, system design and a good portion of the make ready work has been completed.

IV. FIBER TO THE HOME SYSTEM CONSTRUCTION

Typically construction of the fiber to the home (“FTTH”) network starts at the headend/central office facility and proceeds to each pocket of approximately 96 home service areas that are called Last Mile Cores (“LMCs”). A LMC generally consists of about 96 homes or businesses and two to three miles of constructed plant. Dedicated fiber optic cables are built to the center of the Last Mile Core service area. The fiber optic cable connects to the LMC electronics that distributes

Confidential Page 2. 9/20/02 United Telesystems, Inc. signals via fiber optic cable to fiber subscriber distributions units (“taps”) or signals are distributed via fiber optic cable directly to the customer premise from the LMC if a home run FTTH architecture is utilized. A residential or business gateway device is placed at the customer premise to access the fiber optic network. The FTTH network provides video (CATV and digital, including IP streaming), high-speed data and telephony services (IP-based or circuit based) to subscribers with dedicated and on-demand symmetrical data rates of up to 500 Mb/sec, all on a single fiber. The placement of the Last Mile Cores is important since fiber optic cable, electronics and power supplies will be located at or close to this location. It needs to be in an accessible location that fits into the design standards of the network.

In an aerial deployment of plant, the following order is generally followed in constructing the system.

1. Installation of the ¼” strand on the poles. 2. Over lashing of the fiber optic cable(s) on the strand. 3. Installation of the system power supplies to serve the Last Mile Cores. (“LMCs”) 4. Splicing of the fiber optic cables in the headend facility. 5. Installation of Last Mile Cores (“LMCs”) and Taps including splicing of fiber optic cables in the plant. 6. Activation of each LMC. 7. Installation of gateways devices at test sites. 8. Certification of the plant. 9. Thirty to sixty day burn in period for equipment.

In an underground deployment of plant, the same order is followed except the fiber cables are usually all buried at the same time.

V. DEPLOYMENT STRATEGY

Initially, a service area must be defined with adequate density to justify the development of a FTTH system. Typically, the city limits of a system is the first area or first phase of a project that is constructed because most franchise agreements with cities require that all the homes passed within the city be eventually serviced by the new FTTH system. In almost all cases, it is not economically feasible to build FTTH plant to every single home in the county. Therefore, a proper deployment strategy is critical to the success of a new

Confidential Page 3. 9/20/02 United Telesystems, Inc. competitive FTTH system.

Another factor in defining the initial service area is to determine the number of subscribers required to justify the fixed capital cost needed to develop a competitive broadband system. It might be necessary to construct all the city service area, plus the high-density areas just outside the city limits. Assuming the initial service area is defined, and then we can finalize the business plan to obtain the necessary capital dollars to develop this initial service area. This will be considered the first major phase of deployment of the FTTH system.

Once the system is constructed, activated, tested and is ready for providing service then a marketing deployment strategy is required to roll out the new FTTH services to the community. It has been our experience that the most successful systems use door-to-door sales to each home in the Last Mile Core service areas with the highest density areas first and the nodes that are located closest to the headend facility. Therefore, a ranking of LMC service areas by density and location will be required before launching service to the community. This type of deployment strategy is beneficial for several reasons. Revenue is greater in earlier periods of deployment, it enhances the efficiency of direct sales representative and installation personnel since they are working in the same area and it assists the customer service department to provide exceptional service from day one of launch. Launching FTTH services to the entire community in a mass marketing first come, first serve basis can overload staff and can result in poor subscriber penetration results, poor average subscriber rates and customer dissatisfaction.

Once up to twenty-five Last Mile Core service areas have been thoroughly marketed, results for the entire Phase I of deployment of the FTTH system can be accurately projected. If subscriber and revenue goals are being met, then possibly a Phase II of the deployment into less densely populated areas in the county or a neighboring community can be considered. This strategy can be repeated into additional phases, once the targeted goals in the other phases of deployment are achieved.

Proper planning, implementation, and deployment strategies are essential to the success of a competitive FTTH system. VI. SALES & MARKETING GENERAL OVERVIEW

A. Service Area – The Business Plan anticipates that the City of Geneva, Illinois (“the City”) intends to market video, data and telephone services

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to potential customers in and around the City service areas (the “Service Area”):

B. Initial Activation Marketing Effort - The Business Plan anticipates that initial activation sales and marketing effort will be founded on direct sales. The Business Plan does not anticipate that the City will utilize any other form of marketing in newly activated service areas.

C. Direct Sales Strategy – The Business Plan anticipates the City will implement effective and proven direct sales marketing strategies, which are organized and implemented to maximize video, data and telephone service penetration levels.

D. Direct Sales Policies and Procedures - To accomplish sales objectives, the Business Plan anticipates that the City will establish certain policies and procedures to provide the foundation for the direct sales subscriber acquisition effort.

VII. THE DIRECT SALES TEAM

A. Sales Representatives - To achieve an average of over 120 targeted average installations per week as set forth in the Business Plan, the direct sales team should be comprised of approximately 4 to 6 Sales Representatives. The ratio of Sales Representatives to activated homes passed equates to achieving a 38% service penetration level with each Sales Representative averaging approximately 5 sales per day, 5 days per week.

B. Management – The Business Plan anticipates that the following City management and support personnel will assist in supporting the direct sales subscriber acquisition effort in the Service Area: (1) Sales and Marketing Manager; (2) Office Support Assistant; and (3) Sales Team Leader (possibly a contractor). The direct sales team will be directly supervised by the Sales Team Leader, who will report directly to the Sales and Marketing Manager.

C. Sales Territory Management - The number of activated homes passed issued to Sales Representative will be increased or reduced based upon service penetration levels. Higher service penetration levels will result in

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an increase in the sales to contact ratio, which will result in fewer activated homes issued and outstanding to any individual Sales Representative. Lower service penetration levels will result in the result in more activated homes being issued to achieve installation objectives.

D. Contractor Classification - All Sales Representatives will be class “1099” contractors and will be responsible for expenses directly related to canvassing for customers.

E. Sales Compensation – The Business Plan anticipates that compensation for contract sales services rendered to the City will be paid on a commission only basis at the gross rate of 1.00 to 1.50 times the first month’s recurring service charge for all video services sold by Sales Representatives and the Team Leader.

F. Commissions Breakdown – The Business Plan anticipates that approximately 25% to 28% of gross sales commissions should be allocated to sales management and 75% to 72% of gross sales commissions should be allocated to the Sales Representatives.

VIII. GENERAL DIRECT SALES POLICIES AND PROCEEDURES

As part of the subscriber acquisition campaign, each Sales Representative will be required to:

1. Contact all potential customers at each serviceable address issued. 2. Present all levels of service offerings and pricing. 3. Provide an overview of installation procedures. 4. Explain customer billing procedures and pro-ration. 5. Complete work orders for installation and billing. 6. Schedule the installation. 7. Obtain atypical wiring and outlet placement information to facilitate installations.

IX. REPORTING

Daily sales reports, including the following information for the previous day, the current week and to date, should be provided to Geneva management for the first 1,000 homes passed, with weekly reports provided thereafter:

Confidential Page 6. 9/20/02 United Telesystems, Inc.

1. The total number of activated homes passed that have been issued to Sales Representatives. 2. Number of potential subscribers contacted. 3. Number of sales, including details of services sold. 4. Number of potential subscribers contacted who declined to purchase any video services offered. 5. Number of residences or commercial units listed as potential customers, which were found to be vacant.

X. TEAM LEADER RESPONSIBILITIES

The direct sales Team Leader should be responsible for the following:

1. The Team Leader will coordinate field efforts of his or her team with the Sales Manager regarding the issuance of all serviceable homes to be marketed. 2. Immediately following the issuance of a new service area and prior to the assignment of homes to Sales Representatives, the Team Leader will conduct a field survey of the designated service area. 3. Subsequent to conducting the field survey, the Team Leader shall assign territory to Sales Representatives. 4. The Team Leader will review and approve the contact sheets of all Sales Representatives on a daily basis to determine sales to contact percentages which shall serve as a basis for the issuance of new activated homes passed territory. 5. The Team Leader will conduct random calls on a regular basis in serviceable areas previously issued and marketed to maintain quality controls. 6. Upon the completion of sales efforts on each serviceable street, the Team Leader will provide completed contact sheets to the City management, which will become a part of the systems permanent records.

XII. SALES REPRESENTATIVES RESPONSIBILITIES

Sales Representative responsibilities should include the following:

1. Sales Representatives must be available for work every week day

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and Saturdays, other than recognized holidays. 2. Sales Representatives are to report to their Team Leader to turn in completed orders and contact sheets on a daily basis. 3. Sales Representatives are required to attend all scheduled sales meetings. 4. Sales Representatives will derive all customer orders from only those areas assigned to them. No referrals or orders from unassigned areas will be accepted without the permission of the Team Leader. 5. Sales Representatives are expected to meet established minimum standards of sales performance on a daily and weekly basis. 6. All Sales Representatives must keep a neat and professional appearance in the office and while in the field. 7. Identification badges are to be worn by Sales Representatives in a visible place on the office premises as well as in the field at all times.

XIII. MARKETING GOALS AND METHODS OF MARKETING

The Marketing Plan anticipates that the City will hire outside sales Representatives to market video and data services to potential customers in the Service Area based upon the following marketing goals and methods of marketing:

A. Marketing Goals Achieve 38% penetration of non-subscribers with video service and 25% penetration of data service. Achieve 75% penetration of premium service to basic subscriber base. Utilize telemarketing effort with in- house employees to reach homes where no contact was ever made.

B. METHODS OF MARKETING

A. Direct Sales Utilizing door-to-door marketing, homes should be marketed by nodes with contact sheets issued to Sales Representatives giving specific addresses in each node. An effort of 3 times at each door should result in a sale or no sale being made. Addresses of residents that cannot be reached should be compiled and a telemarketing person can attempt to make contact or a direct piece should be sent detailing the sales offer.

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B. Marketing Offer The marketing offer needs to be bold in a competitive market. Free installation of video and data service; First or second month of video and data service free: Premium services marketed to potential subscribers could be “buy one-get one-free for 30 days” or two free pay-per-view coupons when buying a premium service.

C. Direct Mail / Door Hanger Utilize a customized direct mail piece or door hanger to be mailed or left at the door after 3 efforts have been made to each potential subscriber. This piece should state the offer as well as advantages of the City’s services.

D. Newspaper Advertising Most premium and pay-per-view service programmers have ad slicks that can be customized and are available for the asking. Ads should be customized with an offer for new subscribers or an offer for premium or pay-per-view services. E. Local Radio Advertising Local radio advertising spots are available through most premium services and pay-per-view services. Customize with offer for premium service specials and pay-per-view services.

F. Cross Promotional Insertion Ads Use cross- promotional insertion ads on your allotted advertising spots for efficient and cost-saving advertising. Make strong offers for premium services, data service and pay-per-view services. Ad copy is available through your programming services to reach new subscribers as well as to increase penetration with your premium services and data service.

G. Telemarketing Telemarketing can be used to sell, promote, or follow up on your marketing campaign. You may want to use telemarketing on specific target areas and not be too broad. Have a well-rehearsed script and utilize in-house employees to do more promoting and follow up on services sold for this type of marketing.

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H. Data Service Display Having a data service display available with a full time attendant/sales person that can explain and sale the service is most valuable to market and sale data service. A space should be set up at the office to provide this valuable sales tool.

XIV. CONCLUSION

While a well organized and managed direct sales campaign cannot guarantee service penetration levels projected in the Business Plan, it is the one element of the development of a Broadband Network which, if managed poorly, can almost certainly guarantee that adequate projections will not be met. Competitive broadband service providers have one opportunity to sell services to customers at the time of system launch which cannot be repeated or replicated through any subsequent marketing tactics or efforts. This initial opportunity to sell services to customers, therefore, will be extremely vital to the success of the project. The proper implementation of a direct sales campaign should be the cornerstone of the Geneva sales and marketing plan. More traditional forms of marketing can be implemented by the City upon its completion.

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Geneva Fiber Network Geneva, Illinois Analog Channel Lineup

Channel Service Channel Service 2 WBBM (2) CBS Chicago 43 ABC Family Channel 3 WFLD (32) FOX Chicago 44 Lifetime 4 The Weather Channel 45 Women's Entertainment 5 WMAQ (5) NBC Chicago 46 Oxygen 6 WCIU (26) IND Chicago 47 HGTV 7 WLS (7) ABC Chicago 48 The Learning Channel 8 WPWR (50) UPN Chicago 49 DIY Network 9 WGN (9) WB Chicago 50 ESPN 10 Local Community Channel 51 ESPN 2 11 WTTW (11) PBS Chicago 52 ESPN Classic Sports 12 WCPX (38) PAX Chicago 53 The Golf Channel 13 WJYS (62) Christian Chicago 54 Outdoor Life Channel 14 HBO 55 Speed Channel 15 HBO 2 56 Fox Sports Midwest 16 HBO Family 57 Outdoor Channel 17 WGBO (66) UNIVISION Chicago 58 Inspirational Network 18 TBS 59 TBN 19 WSNS (44) TELEMUNDO Chicago 60 EWTN 20 WYCC (20) PBS Chciago 61 CMTV 21 Educational/Govt. Access Ch 62 Great American Country 22 TV Guide Channel 63 VH-1 23 Headline News 64 BET 24 QVC 65 MTV 25 HSN 66 Comedy Channel 26 Fox News 67 Court TV 27 CNN 68 C-Span 28 MSNBC 69 C-Span 2 29 CNBC 70 Tech TV 30 The Disney Channel 71 Sci- Fi Channel 31 USA Network 72 National Geographic 32 The National Network 73 Discovery Health Network 33 fX 74 Food Network 34 The History Channel 75 Travel Channel 35 The Discovery Channel 76 Bravo 36 Animal Planet 77 Fine Living 37 TV Land 78 E! Television 38 Nickelodeon 79 Game Show Network 39 Cartoon Network 40 American Movie Classics 41 A & E 42 TNT

Confidential Page 1. 9/20/2002 GENEVA FIBER NETWORK Digital Video Services

Service Service Service

Digital Basic Tier Services Digital Premium Services Digital Premium Services Discovery Kids Encore Group HBO Group Discovery Science Encore HBO East Discovery Home & Leisure Encore Westerns HBO Plus Discovery Wings Encore Action HBO Signature Discovery Civilizations Encore True Stories HBO Family East SoapNet Encore Mystery HBO Comedy East BBC America Encore Love Stories HBO Zone East Much Music Toon Disney Starz!/Encore Group Cinemax Group Noggin Encore Cinemax Nick Games & Sports Starz! More Max East WAM! Starz! Theather Action Max East Boomerang Starz! BET Movies Thriller Max East Bloomberg Television Starz! Family CNN/FN Starz! Cinema The Movie Channel Group CNN en Espanol The Movie Channel East Inspirational Life TV Digital Audio The Movie Channel 2 Style Music Choice (45 Channels) The Movie Channel West Lifetime Movie Network IFC Digital Pay-Per-View Channels Showtime Group BET on Jazz In Demand PPV Preview Showtime East VH 1 Classic Rock In Demand (21 Channels) Showtime 2 East VH-1 Country ESPN Sports Packages Showtime 3 East VH 1 Soul NBA/WNBA League Pass Showtime Beyond East MTV 2 NHL Center Ice Package Showtime Extreme East MTV S Video On Demand Channel(s) MTV X Showtime Digital Package Biography Channel Showtime Group History International The Movie Channel Group Goodlife Television Network Flix Fox Sports World Sundance Channel Wisdom Network BET Gospel Shop NBC FamilyNet Confidential 9/20/2002

GENEVA FIBER NEWORK Video Services Rates and Charges

Basic Services Rate Equipment Rental Rate Limited Basic (18 Channels) $10.95 Standard Converter with Remote $1.00 Expanded Basic (57 Channels) $23.55 Digital Converter (Additional Set) $5.95 Standard Basic (75 Channels) $34.50 Digital Converter with Music Choice & PPV $6.95 Line Maintenance Plan $1.95 Total Basic (75 Channels) $36.45 Installation of Residental Service Digital Basic Tier (35 Video Chs. + 45 Audio Chs.) $10.95 Unwired Home $30.00 Premiere Basic (110 Video Chs. + 45 Audio Chs.) $47.40 Prewired Home $20.00 Multi-Family Residence $15.00 Premium Services Additional Outlet (same trip) $10.00 HBO, HBO Plus, HBO Family (Analog Service) $11.95 Additional Outlet (separate trip) $15.00 HBO Digital Group (6 Channels) $11.95 Relocate Outlet (same trip) $10.00 Showtime Group (5 Channels) $10.95 Relocate Outlet (separate trip) $15.00 Cinemax Group (4 Channels) $9.95 Wiring Within Walls (per outlet) $40.00 The Movie Channel Group (3 Channels) $8.95 Digital Converter (same trip) $5.00 Starz Group (6 Channels) $8.95 Digital Converter (separate trip) $10.00 Encore Group (6 Channels) $5.95 Reconnect Residential Service $20.00 Digital Basic Tier (35 Video Chs + 45 Audio Chs) $10.95 Other Charges Packaging Returned Check Charge $25.00 Showtime Digital Combo (Show, TMC, Flix & Sundance $12.95 Hourly Service Call $30.00 HBO Digital Group and Cinemax Digital Group $19.50 Late Fee $2.95 Starz Group (6 channels) $8.95 Franchise Fee (City) 5.00% Encore Group (6 channels) $5.95 FCC Fee (Monthly) $0.00

Digital Premium Discount: (Digital Basic Tier plus) Two Premium A La Carte or Packaged Services $2.00 Three Premium A La Carte or Packaged Services $4.00 Four or More Premium A La Carte or Packaged Services $6.00

Digital Pay-Per-View Services IN Demand PPV Movies (21 Channels) $3.95 Video On Demand Movies $4.50 Sports Packages (Varies) Special Pay Per View Events (Varies) United Telesystems, Inc. 9/20/2002

GENEVA FIBER NETWORK High Speed Data Service Residential Rates and Charges 2002

Services Rate Services Rate Residental: w/CATV Residental: No CATV

Platinum Service - Downstream to 3.0 Mbps $64.95 Platinum Service - Downstream to 3.0 Mbps $69.95 Gold Service -Downstream to 2.0 Mbps $44.95 Gold Service -Downstream to 2.0 Mbps $49.95 Silver Service - Downstream to 1.0 Mbps $34.95 Silver Service - Downstream to 1.0 Mbps $39.95 Standard Service - Downstream to 512 Kbps $26.95 Standard Service - Downstream to 512 Kbps $31.95

Other Charges: Other Charges:

Additional Email Address (Monthly Fee) $5.00 Additional Email Address (Monthly Fee) $7.50 Charge for Data Transfer Over Cap per 50 MB $1.00 Charge for Data Transfer Over Cap per 50 MB $1.50

Installation Services: Installation Services:

Installation (Includes NIC Card & Software) $99.00 Installation (Includes NIC Card & Software) $125.00 Installation (No NIC Card & Software) $75.00 Installation (No NIC Card & Software) $100.00 Dedicated High Speed Cable Outlet $50.00 Dedicated High Speed Cable Outlet $75.00

Residental Service Packages Residental Service Packages

Platinum Service $64.95 Platinum Service $69.95 includes: Speeds Up to 3.0 Mbps Downstream and includes: Speeds Up to 3.0 Mbps Downstream and 512 Kbps Up, Dynamic IP Address, 512 Kbps Up, Dynamic IP Address, Up to 4 Email Addresses, 7.5 MB Personal Web Up to 4 Email Addresses, 7.5 MB Personal Web Space, Data Transfer Cap of 10 GB Space, Data Transfer Cap of 10 GB

Gold Service $44.95 Gold Service $49.95 includes: Speeds Up to 2.0 Mbps Downstream and includes: Speeds Up to 2.0 Mbps Downstream an 256 Kbps Up, Dynamic IP Address, 256 Kbps Up, Dynamic IP Address, Up to 3 Email Addresses, 5 MB Personal Web Up to 3 Email Addresses, 5 MB Personal Web Space, Data Transfer Cap of 7.5 GB Space, Data Transfer Cap of 7.5 GB

Silver Service $34.95 Silver Service $39.95 includes: Speed Up to 1.0 Mbps Downstream includes: Speed Up to 1.0 Mbps Downstream and 128 Kbps Upstream, Dynamic IP Address and 128 Kbps Upstream, Dynamic IP Address Up to 3 Email Addresses, 3 MB Personal Web Up to 3 Email Addresses, 3 MB Personal Web Space, Data Transfer Cap of 5 GB Space, Data Transfer Cap of 5 GB

Standard Service $26.95 Standard Service $31.95 includes: Speed Up 512 Kbps Downstream and includes: Speed Up 512 Kbps Downstream and 128 Kbps Upstream, Dynamic IP Address 128 Kbps Upstream, Dynamic IP Address 2 Email Address, Data Transfer Cap of 3 GB 2 Email Address, Data Transfer Cap of 3 GB

Confidential Page 1 9/20/2002 United Telesystems, Inc. 9/20/2002

GENEVA FIBER NETWORK High Speed Data Service Business Rates and Charges 2002

High Speed Data Services Monthly Installation Business Rate Charges Rate

Standard Business Service - Level 1 $49.95 Standard Business Service - Level 1 $150.00 Standard Business Service - Level 2 $69.95 Standard Business Service - Level 2 $200.00 Business Plus Service - Level 1 $89.95 Business Plus Service - Level 1 $300.00 Business Plus Service - Level 2 $99.95 Business Plus Service - Level 2 $350.00 Business Elite Service - Level 1 $129.95 Business Elite Service - Level 1 $500.00 Business Elite Service - Level 2 $169.95 Business Elite Service - Level 2 $550.00 Direct Business Service - Customized Quote Direct Business Service - Customized Quote

Other Charges Charge

Additional Static Email Address (Monthly Fee) $15.00 Charge for Data Transfer Over Cap per 50 MB $1.50

Monthly Monthly Business Service Packages Rate Business Service Packages Rate

Standard Service Level 1 $49.95 Standard Service Level 2 $69.95 includes: Speeds Up to 512 Kbps Downstream and includes: Speeds Up to 2.0 Mbps Downstream and 128 Kbps Upstream, One Static IP Address 256 Kbps Upstream, One Static IP Address Up to 4 Email Addresses, 5 MB Web Space Up to 5 Email Addresses, 7.5 MB Web Space Space, Data Transfer Cap of 10 GB Space, Data Transfer Cap of 10 GB Installation Charge $150.00 $200.00

Business Plus Service Level 1 $89.95 Business Plus Service Level 2 $99.95 includes: Speed Up to 512 Kbps Downstream includes: Speeds Up to 2.0 Mbps Downstream and 128 Kbps Upstream, Three Static IP Addresses and 256 Kbps Upstream, Three Static IP Addresses Up to 10 Email Addresses, 10 MB Web Space Up to 10 Email Addresses, 10 MB Web Space Space, Data Transfer Cap of 15 GB Space, Data Transfer Cap of 15 GB Installation Charge $300.00 $350.00

Business Elite Service Level 1 $129.95 Business Elite Service Level 2 $169.95 includes: Speed Up to 2.0 Mbps Downstream includes: Speeds Up to 3.0 Mbps Downstream and 128 Kbps Upstream, Five Static IP Addresses and 512 Kbps Upstream, Five Static IP Addresses Up to 15 Email Addresses, 15 MB Web Space Up to 15 Email Addresses, 15 MB Web Space Space, Data Transfer Cap of 20 GB Space, Data Transfer Cap of 20 GB Installation Charge $500.00 Installation Charge $550.00

Business Direct Service The City of Geneva can provide customized service tailored to the high speed data needs of growing organizations including fiber connnectivity directly to the business within the designated service area.

Confidential Page 1 9/20/2002 Batavia Residential Telephony Packaging and Pricing

A La Carte Basic Standard Family Family Plus A La Carte A La Carte Features Rates Service Service Service Service Percentages Avg. Rate Basic Touch Tone Service-Primary Line $16.95 x x x x Basic Additional Line $12.95 x 15% $1.94 911 Free x x x x Call Waiting $4.00 x x x 10% $0.40 Caller ID (name and number) $4.00 x x x 7% $0.28 3 Way Calling $4.00 x x x 3% $0.12 Call Forwarding $4.00 x x 3% $0.12 Preferred Call Forwarding $4.00 x x 1% $0.04 Prioirity Ring $4.00 x x 1% $0.04 Distinctive Ring $4.00 x x 1% $0.04 Selective Call Blocking $4.00 x x 1% $0.04 900/976 Call Blocking Free x x x x 1% Last Call Return $4.00 x x 2% $0.08 Speed Dial 8 $3.00 x x 3% $0.09 Speed Dial 30 $4.00 x 2% $0.08 Non-published number $2.75 $0.00 Listing Omitted from Phone Directory Free x x x x Standard Directory Listings Free x x x x Additional Directory Listings $1.55 x 5% $0.08 Inside Wire Maintenance $2.00 x 15% $0.30 Continuous Redial *66 $2.00 x x x 2% $0.04 Anonymous Call Rejection $0.00 x x $0.00 Customer Code Restriction $0.00 x x x $0.00 Voice Mail $4.00 15% $0.60 Voice Mail with Extensions $4.50 x 2% $0.09 Voice Mail with Pager Notifications $6.95 2% $0.14 Voice Mail with Pager Notifications & Ext. $7.95 x 1% $0.08

Monthly Service Rate $16.95 $22.95 $32.95 $42.95

Subscription Percentage 5.00% 60.00% 20.00% 15.00%

Average Per Customer Type $0.85 $13.77 $6.59 $6.44 $4.60

Average Rate Per Phone Customer$ 27.65 $32.25

Note: All rates are exclusive of Taxes, Charges, Fees, and Accessments Batavia Small Business Telephony Packaging and Pricing Basic Standard Business Business Deluxe A La Carte Business Business Plus Advantage Business A La Carte A La Carte Features Rates Service Service Service Service Service Percentages Avg. Rate Basic Touch Tone Service-Primary Line $24.95 x x x x x Basic Touch Tone Service-Secondary Line $24.95 3% $0.75 Basic Additional Line -Roll Over $9.95 $0.00 $1.00 $2.00 $3.00 10% $1.00 911 Free x x x x x Call Waiting $6.50 x x x x 5% $0.33 Caller ID Deluxe $10.00 x x x 5% $0.50 Caller ID Enchanced $15.00 x x 1% $0.15 3 Way Calling $5.00 x x x x 2% $0.10 Call Forwarding - Busy Line $4.25 x x x 2% $0.09 Call Forwarding - No Answer $4.25 x x x 1% $0.04 Prioirity Ring $9.00 x x x 1% $0.09 Distinctive Ring $9.00 x x x 1% $0.09 Selective Call Blocking $5.00 x x x 1% $0.05 900/976 Call Blocking Free x x x x x Call Return $5.00 x x x 2% $0.10 Call Trace $6.50 1% $0.07 Speed Dial 8 $4.00 x 3% $0.12 Speed Dial 30 $5.00 x x 2% $0.10 Non-published number $2.75 1% $0.03 Listing Omitted from Phone Directory Free x x x x x Standard Directory Listings Free x x x x x Additional Directory Listings $2.00 x x 5% $0.10 Foreign Directory Listings $2.00 x 2% $0.04 Inside Wire Maintenance $4.00 x x 25% $1.00 Continuous Redial *66 $2.00 x x x x 2% $0.04 Anonymous Call Rejection $2.00 x x x $0.00 Customer Code Restriction $2.00 x x x x $0.00 Voice Mail $15.00 x 10% $1.50 Voice Mail with Extensions $17.50 x 2% $0.35 Voice Mail with Pager Notifications $20.00 2% $0.40 Voice Mail with Pager Notifications & Ext. $22.50 x x 1% $0.23 Information at 411 $0.75 Courtesy Complete for 411 $7.50

Monthly Service Rate $24.95 $49.95 $79.95 $109.95 $139.95

Subscription Percentage 2.50% 30.00% 40.00% 12.50% 5.00%

Average Per Customer Type $0.62 $14.99 $31.98 $13.74 $7.00 $7.24

Average Rate Per Phone Customer $75.57

Note: All rates are exclusive of Taxes, Charges, Fees, and Accessments $68.33 Confidential 9/20/2002

TRI-CITIES FIBER NEWORK Video Services Rates and Charges

Basic Services Rate Equipment Rental Rate Limited Basic (18 Channels) $10.95 Standard Converter with Remote $1.00 Expanded Basic (57 Channels) $22.00 Digital Converter (Additional Set) $5.95 Standard Basic (75 Channels) $32.95 Digital Converter with Music Choice & PPV $6.95 Line Maintenance Plan $1.95 Total Basic (75 Channels) $34.90 Installation of Residental Service Digital Basic Tier (35 Video Chs. + 45 Audio Chs.) $10.50 Unwired Home $30.00 Premiere Basic (110 Video Chs. + 45 Audio Chs.) $45.40 Prewired Home $20.00 Multi-Family Residence $15.00 Premium Services Additional Outlet (same trip) $10.00 HBO, HBO Plus, HBO Family (Analog Service) $11.95 Additional Outlet (separate trip) $15.00 HBO Digital Group (6 Channels) $11.95 Relocate Outlet (same trip) $10.00 Showtime Group (5 Channels) $10.95 Relocate Outlet (separate trip) $15.00 Cinemax Group (4 Channels) $9.95 Wiring Within Walls (per outlet) $40.00 The Movie Channel Group (3 Channels) $8.95 Digital Converter (same trip) $5.00 Starz Group (6 Channels) $8.95 Digital Converter (separate trip) $10.00 Encore Group (6 Channels) $5.95 Reconnect Residential Service $20.00 Digital Basic Tier (35 Video Chs + 45 Audio Chs) $10.95 Other Charges Packaging Returned Check Charge $25.00 Showtime Digital Combo (Show, TMC, Flix & Sundance $12.95 Hourly Service Call $30.00 HBO Digital Group and Cinemax Digital Group $19.50 Late Fee $2.95 Starz Group (6 channels) $8.95 Franchise Fee (City) 5.00% Encore Group (6 channels) $5.95 FCC Fee (Monthly) $0.00

Digital Premium Discount: (Digital Basic Tier plus) Two Premium A La Carte or Packaged Services $2.00 Three Premium A La Carte or Packaged Services $4.00 Four or More Premium A La Carte or Packaged Services $6.00

Digital Pay-Per-View Services IN Demand PPV Movies (21 Channels) $3.95 Video On Demand Movies $4.50 Sports Packages (Varies) Special Pay Per View Events (Varies) United Telesystems, Inc. 9/20/2002

TRI-CITIES FIBER NETWORK High Speed Data Service Residential Rates and Charges 2002

Services Rate Services Rate Residental: w/CATV Residental: No CATV

Platinum Service - Downstream to 3.0 Mbps $63.95 Platinum Service - Downstream to 3.0 Mbps $68.95 Gold Service -Downstream to 2.0 Mbps $43.95 Gold Service -Downstream to 2.0 Mbps $48.95 Silver Service - Downstream to 1.0 Mbps $33.95 Silver Service - Downstream to 1.0 Mbps $38.95 Standard Service - Downstream to 512 Kbps $25.95 Standard Service - Downstream to 512 Kbps $30.95

Other Charges: Other Charges:

Additional Email Address (Monthly Fee) $5.00 Additional Email Address (Monthly Fee) $7.50 Charge for Data Transfer Over Cap per 50 MB $1.00 Charge for Data Transfer Over Cap per 50 MB $1.50

Installation Services: Installation Services:

Installation (Includes NIC Card & Software) $99.00 Installation (Includes NIC Card & Software) $125.00 Installation (No NIC Card & Software) $75.00 Installation (No NIC Card & Software) $100.00 Dedicated High Speed Cable Outlet $50.00 Dedicated High Speed Cable Outlet $75.00

Residental Service Packages Residental Service Packages

Platinum Service $63.95 Platinum Service $68.95 includes: Speeds Up to 3.0 Mbps Downstream and includes: Speeds Up to 3.0 Mbps Downstream and 512 Kbps Up, Dynamic IP Address, 512 Kbps Up, Dynamic IP Address, Up to 4 Email Addresses, 7.5 MB Personal Web Up to 4 Email Addresses, 7.5 MB Personal Web Space, Data Transfer Cap of 10 GB Space, Data Transfer Cap of 10 GB

Gold Service $43.95 Gold Service $48.95 includes: Speeds Up to 2.0 Mbps Downstream and includes: Speeds Up to 2.0 Mbps Downstream an 256 Kbps Up, Dynamic IP Address, 256 Kbps Up, Dynamic IP Address, Up to 3 Email Addresses, 5 MB Personal Web Up to 3 Email Addresses, 5 MB Personal Web Space, Data Transfer Cap of 7.5 GB Space, Data Transfer Cap of 7.5 GB

Silver Service $33.95 Silver Service $38.95 includes: Speed Up to 1.0 Mbps Downstream includes: Speed Up to 1.0 Mbps Downstream and 128 Kbps Upstream, Dynamic IP Address and 128 Kbps Upstream, Dynamic IP Address Up to 3 Email Addresses, 3 MB Personal Web Up to 3 Email Addresses, 3 MB Personal Web Space, Data Transfer Cap of 5 GB Space, Data Transfer Cap of 5 GB

Standard Service $25.95 Standard Service $30.95 includes: Speed Up 512 Kbps Downstream and includes: Speed Up 512 Kbps Downstream and 128 Kbps Upstream, Dynamic IP Address 128 Kbps Upstream, Dynamic IP Address 2 Email Address, Data Transfer Cap of 3 GB 2 Email Address, Data Transfer Cap of 3 GB

Confidential Page 1 9/20/2002 United Telesystems, Inc. 9/20/2002

TRI-CITIES FIBER NETWORK High Speed Data Service Business Rates and Charges 2002

High Speed Data Services Monthly Installation Business Rate Charges Rate

Standard Business Service - Level 1 $49.95 Standard Business Service - Level 1 $150.00 Standard Business Service - Level 2 $69.95 Standard Business Service - Level 2 $200.00 Business Plus Service - Level 1 $89.95 Business Plus Service - Level 1 $300.00 Business Plus Service - Level 2 $99.95 Business Plus Service - Level 2 $350.00 Business Elite Service - Level 1 $129.95 Business Elite Service - Level 1 $500.00 Business Elite Service - Level 2 $169.95 Business Elite Service - Level 2 $550.00 Direct Business Service - Customized Quote Direct Business Service - Customized Quote

Other Charges Charge

Additional Static Email Address (Monthly Fee) $15.00 Charge for Data Transfer Over Cap per 50 MB $1.50

Monthly Monthly Business Service Packages Rate Business Service Packages Rate

Standard Service Level 1 $49.95 Standard Service Level 2 $69.95 includes: Speeds Up to 512 Kbps Downstream and includes: Speeds Up to 2.0 Mbps Downstream and 128 Kbps Upstream, One Static IP Address 256 Kbps Upstream, One Static IP Address Up to 4 Email Addresses, 5 MB Web Space Up to 5 Email Addresses, 7.5 MB Web Space Space, Data Transfer Cap of 10 GB Space, Data Transfer Cap of 10 GB Installation Charge $150.00 $200.00

Business Plus Service Level 1 $89.95 Business Plus Service Level 2 $99.95 includes: Speed Up to 512 Kbps Downstream includes: Speeds Up to 2.0 Mbps Downstream and 128 Kbps Upstream, Three Static IP Addresses and 256 Kbps Upstream, Three Static IP Addresses Up to 10 Email Addresses, 10 MB Web Space Up to 10 Email Addresses, 10 MB Web Space Space, Data Transfer Cap of 15 GB Space, Data Transfer Cap of 15 GB Installation Charge $300.00 $350.00

Business Elite Service Level 1 $129.95 Business Elite Service Level 2 $169.95 includes: Speed Up to 2.0 Mbps Downstream includes: Speeds Up to 3.0 Mbps Downstream and 128 Kbps Upstream, Five Static IP Addresses and 512 Kbps Upstream, Five Static IP Addresses Up to 15 Email Addresses, 15 MB Web Space Up to 15 Email Addresses, 15 MB Web Space Space, Data Transfer Cap of 20 GB Space, Data Transfer Cap of 20 GB Installation Charge $500.00 Installation Charge $550.00

Business Direct Service The Tri-Cities can provide customized service tailored to the high speed data needs of growing organizations including fiber connnectivity directly to the business within the designated service area.

Confidential Page 1 9/20/2002 City of Geneva Page: 1 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Bond Compliance Flow of Funds

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Customer Revenues Video $537,202 $1,879,926 $1,941,624 $2,023,871 $2,090,676 $2,160,084 $2,251,585 $2,326,758 $2,404,874 $2,506,744 Residential High Speed Data $96,450 $454,219 $578,084 $602,063 $609,328 $617,084 $643,945 $652,904 $662,331 $692,239 Commerial Video and High Speed Data $670,638 $1,003,011 $1,015,414 $1,058,285 $1,070,984 $1,083,835 $1,129,599 $1,143,154 $1,156,871 $1,205,724 Telecommunications $669,344 $2,451,084 $2,527,452 $2,654,089 $2,787,314 $2,926,535 $3,072,824 $3,226,595 $3,386,702 $3,556,319

Total Customer Operating Revenues $1,973,634 $5,788,240 $6,062,574 $6,338,308 $6,558,302 $6,787,538 $7,097,954 $7,349,411 $7,610,777 $7,961,025

Customer Operating Expenses Video $933,777 $1,723,027 $1,800,932 $1,862,421 $1,925,745 $1,991,376 $2,060,919 $2,131,466 $2,204,587 $2,282,019 Residential High Speed Data $91,914 $202,988 $243,607 $249,612 $254,024 $258,767 $265,545 $270,693 $276,032 $283,549 Commerial Video and High Speed Data $68,063 $210,379 $205,152 $210,035 $221,457 $223,358 $228,518 $230,487 $232,473 $237,945 Telecommunications $532,657 $1,054,998 $1,038,968 $1,076,582 $1,114,972 $1,154,943 $1,197,263 $1,240,587 $1,285,595 $1,333,487

Total Customer Operating Expenses $1,626,413 $3,191,393 $3,288,660 $3,398,649 $3,516,198 $3,628,444 $3,752,245 $3,873,233 $3,998,688 $4,137,000

Net Revenues Before Other Resolution Income & Expenses Video ($396,575) $156,898 $140,691 $161,450 $164,931 $168,708 $190,667 $195,292 $200,287 $224,725 Residential High Speed Data $4,536 $251,231 $334,478 $352,451 $355,304 $358,317 $378,400 $382,211 $386,298 $408,690 Commerial Video and High Speed Data $602,575 $792,632 $810,262 $848,250 $849,527 $860,478 $901,081 $912,667 $924,398 $967,779 Telecommunications $136,686 $1,396,086 $1,488,483 $1,577,508 $1,672,342 $1,771,592 $1,875,562 $1,986,008 $2,101,107 $2,222,832

Total Net Revenues Before Other O&M Under Resolutio $347,222 $2,596,847 $2,773,914 $2,939,659 $3,042,104 $3,159,094 $3,345,709 $3,476,178 $3,612,090 $3,824,025

Other Income & Expenses Interest Earned $182,064 $41,123 $54,954 $77,464 $95,856 $107,558 $121,419 $138,201 $157,158 $178,385 Other O&M Expenses Under Resolution $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

Net Revenues As Defined By Resolution $529,286 $2,637,971 $2,828,868 $3,017,123 $3,137,960 $3,266,652 $3,467,128 $3,614,379 $3,769,247 $4,002,410

Uses of Net Revenue Debt Service (Defined as Principal and Interest) $0 $0 $492,100 $1,465,627 $1,947,055 $1,947,055 $1,947,055 $1,947,055 $1,947,055 $1,947,055 Utility Plant Improvement Fund $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Fund Transfer $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

Net Available for Flow of Funds $529,286 $2,637,971 $2,336,768 $1,551,496 $1,190,905 $1,319,598 $1,520,073 $1,667,324 $1,822,193 $2,055,356

Debt Service Coverage 0.00 0.00 5.75 2.06 1.61 1.68 1.78 1.86 1.94 2.06

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 2 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Customer Summary

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Homes Passed by Service Area Geneva, Illinois 7,964 8,052 8,149 8,247 8,346 8,446 8,547 8,650 8,754 8,859 Phase II Service Area 0000000000 Phase III Service Area 0000000000 Total 7,964 8,052 8,149 8,247 8,346 8,446 8,547 8,650 8,754 8,859

Total Video Customers by Service Area Geneva, Illinois 2,708 2,738 2,771 2,804 2,838 2,872 2,906 2,941 2,976 3,012 Phase II Service Area 0000000000 Phase III Service Area 0000000000 Total 2,708 2,738 2,771 2,804 2,838 2,872 2,906 2,941 2,976 3,012 Video Customers to Homes Passed 34.0% 34.0% 34.0% 34.0% 34.0% 34.0% 34.0% 34.0% 34.0% 34.0%

Total Residential Data Customers Total 513 1,062 1,075 1,088 1,103 1,118 1,135 1,152 1,170 1,190 Residential Data Customer to Homes Passed 6.4% 13.2% 13.2% 13.2% 13.2% 13.2% 13.3% 13.3% 13.4% 13.4%

Residential Telephone Customers in Service Residential Households 558 564 592 621 653 685 719 755 793 833 Multiple Dwelling Units 40 40 42 44 47 49 51 54 57 59 Total Residential Telephone Customers in Service 597 604 634 666 699 734 771 809 850 892 Residential Telephone Customers to Homes Passed 7.5% 7.5% 7.8% 8.1% 8.4% 8.7% 9.0% 9.4% 9.7% 10.1%

Commercial Customers Passed Geneva, Illinois 1,925 1,947 1,970 1,994 2,017 2,042 2,066 2,091 2,116 2,141 Phase II Service Area 0000000000 Phase III Service Area 0000000000 End Commercial Units Passed 1,925 1,947 1,970 1,994 2,017 2,042 2,066 2,091 2,116 2,141

Commercial Data Customers Total 97 339 343 347 351 355 360 364 368 373 Commercial Data Customer to Units Passed 5.0% 17.4% 17.4% 17.4% 17.4% 17.4% 17.4% 17.4% 17.4% 17.4%

Commercial Telephone Customers in Service Small Business A 96 97 102 107 113 118 124 130 137 144 Small Business B 72 73 77 80 85 89 93 98 103 108 Large Entities 48 49 51 54 56 59 62 65 68 72 Total 217 219 230 241 254 266 279 293 308 324 Commercial Telephone Customers to Units Passed 11.3% 11.3% 11.7% 12.1% 12.6% 13.0% 13.5% 14.0% 14.6% 15.1%

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 3 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Summary (Cont.)

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Average Video Customers by Service Area Geneva, Illinois 1,354 2,723 2,754 2,787 2,821 2,855 2,889 2,923 2,959 2,994 Phase II Service Area 0000000000 Phase III Service Area 0000000000 Total Average Video Customers 1,354 2,723 2,754 2,787 2,821 2,855 2,889 2,923 2,959 2,994

Average Video Customers Percentage by Service Area Geneva, Illinois 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% Phase II Service Area 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Phase III Service Area 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Total Average Video Customers to Homes Passed 17.00% 33.81% 33.80% 33.80% 33.80% 33.80% 33.80% 33.80% 33.80% 33.80%

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 5 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Summary (Cont.)

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Total Plant Miles by Service Area Geneva, Illinois 112.00 113.24 114.60 115.97 117.36 118.77 120.20 121.64 123.10 124.58 Phase II Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase III Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Total Plant Miles 112.00 113.24 114.60 115.97 117.36 118.77 120.20 121.64 123.10 124.58

Plant Miles % Per Service Area Geneva, Illinois 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% Phase II Service Area 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Phase III Service Area 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 13 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Telecommunications Customer Assumptions (Cont.)

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Lines Sold Residential Households 669 7 34 36 37 39 41 43 46 47 Multiple Dwelling Units 48032333333 Small Business A 385 4 20 20 22 22 24 25 26 27 Small Business B 722 8 36 39 40 42 45 46 49 51 Large Entities 1,203 14 60 64 67 71 74 77 82 85 Grand Total Lines Sold 3,027 33 153 161 169 177 187 194 206 213

Lines in Service (EOP) Residential Households 669 676 710 746 783 822 863 906 952 999 Multiple Dwelling Units 48 48 51 53 56 59 62 65 68 71 Small Business A 385 389 409 429 451 473 497 522 548 575 Small Business B 722 730 766 805 845 887 932 978 1,027 1,078 Large Entities 1,203 1,217 1,277 1,341 1,408 1,479 1,553 1,630 1,712 1,797 Grand Total Lines In Service EOP 3,027 3,060 3,213 3,374 3,543 3,720 3,907 4,101 4,307 4,520

Average Lines Residential Households 335 673 693 728 765 803 843 885 929 976 Multiple Dwelling Units 24 48 50 52 55 58 61 64 67 70 Small Business A 193 387 399 419 440 462 485 510 535 562 Small Business B 361 726 748 786 825 866 910 955 1,003 1,053 Large Entities 602 1,210 1,247 1,309 1,375 1,444 1,516 1,592 1,671 1,755 Grand Total Average Lines In Service 1,515 3,044 3,137 3,294 3,460 3,633 3,815 4,006 4,205 4,416

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 4 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Summary (Cont.)

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Commercial Customers Passed Begin Commercial Units Passed 0 1,925 1,947 1,970 1,994 2,017 2,042 2,066 2,091 2,116 Geneva, Illinois 1,925 1,947 1,970 1,994 2,017 2,042 2,066 2,091 2,116 2,141 Phase II Service Area 0000000000 Phase III Service Area 0000000000 End Commercial Units Passed 1,925 1,947 1,970 1,994 2,017 2,042 2,066 2,091 2,116 2,141

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 12 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Telecommunications Customer Assumptions

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Customers Sold Residential Households 558 6 28 30 31 33 34 36 38 40 Multiple Dwelling Units 40022222333 Small Business A 96155566677 Small Business B 72144444555 Large Entities 48123333333 Grand Total Customers Sold 814 9 41 43 45 48 50 53 55 58

Customers in Service - EOP Residential Households 558 564 592 621 653 685 719 755 793 833 Multiple Dwelling Units 40 40 42 44 47 49 51 54 57 59 Small Business A 96 97 102 107 113 118 124 130 137 144 Small Business B 72 73 77 80 85 89 93 98 103 108 Large Entities 48 49 51 54 56 59 62 65 68 72 Grand Total Customers In Service EOP 814 823 864 907 953 1,000 1,050 1,103 1,158 1,216

Average Customers Residential Households 528 563 578 607 637 669 702 737 774 813 Multiple Dwelling Units 38 40 41 43 45 48 50 53 55 58 Small Business A 91 97 100 105 110 115 121 127 134 140 Small Business B 68 73 75 79 82 87 91 95 100 105 Large Entities 46 49 50 52 55 58 61 64 67 70 Grand Total Average Customers 771 822 844 886 929 977 1,025 1,076 1,130 1,186

Average Service Penetration Residential Households 6.63% 6.99% 7.09% 7.36% 7.63% 7.92% 8.21% 8.52% 8.84% 9.18% Multiple Dwelling Units 0.48% 0.50% 0.50% 0.52% 0.54% 0.57% 0.58% 0.61% 0.63% 0.65% Small Business A 4.73% 4.98% 5.08% 5.27% 5.45% 5.63% 5.86% 6.07% 6.33% 6.54% Small Business B 3.53% 3.75% 3.81% 3.96% 4.06% 4.26% 4.40% 4.54% 4.73% 4.90% Large Entities 2.39% 2.52% 2.54% 2.61% 2.73% 2.84% 2.95% 3.06% 3.17% 3.27% Average Residential Service Penetration 7.11% 7.49% 7.60% 7.88% 8.17% 8.49% 8.80% 9.13% 9.47% 9.83% Average Commercial Service Penetration 10.65% 11.25% 11.42% 11.84% 12.24% 12.73% 13.21% 13.68% 14.22% 14.71%

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 22 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Sources and Uses

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Sources Begin Cash on Hand $0 $2,373,025 $3,663,629 $5,164,280 $6,390,393 $7,170,549 $8,094,606 $9,213,383 $10,477,167 $11,892,320 Paid In Capital - Broadband Service Provider $100,000 $0 $0 $0 $0 $0 $0 $0 $0 $0 Revenue Bond Issue Proceeds - Capital Budget $18,205,728 $0 $0 $0 $0 $0 $0 $0 $0 $0 Revenue Bond Issue Proceeds - Capitalized Interest $1,968,400 $0 $0 $0 $0 $0 $0 $0 $0 $0 Revenue Bond Issue Proceeds - Debt Service Reserve $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Cost of Revenue Bond Financing $174,048 $0 $0 $0 $0 $0 $0 $0 $0 $0 Original Issue and Underwriters Discount $257,736 $0 $0 $0 $0 $0 $0 $0 $0 $0 Revenue Bond Financing Insurance $109,816 $0 $0 $0 $0 $0 $0 $0 $0 $0 Excess Revenue Bond Proceeds $4,272 $0 $0 $0 $0 $0 $0 $0 $0 $0 Subordinated Debt - Broadband Service Provider $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Interest Earned $182,064 $41,123 $54,954 $77,464 $95,856 $107,558 $121,419 $138,201 $157,158 $178,385 Utility Plant Improvement Fund $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 EBITDA $347,222 $2,596,847 $2,773,914 $2,939,659 $3,042,104 $3,159,094 $3,345,709 $3,476,178 $3,612,090 $3,824,025 Total Sources $21,349,286 $5,010,996 $6,492,497 $8,181,403 $9,528,353 $10,437,202 $11,561,734 $12,827,761 $14,246,414 $15,894,730

Uses Capital Expenditures $17,842,561 $363,167 $344,016 $325,383 $410,749 $395,541 $401,297 $403,540 $407,040 $410,752 Operating Loss $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Revenue Bond Issue Interest $492,100 $984,200 $984,200 $984,200 $949,627 $901,686 $851,442 $798,782 $743,591 $685,748 Revenue Bond Principal Reduction $0 $0 $0 $481,427 $997,428 $1,045,368 $1,095,613 $1,148,272 $1,203,463 $1,261,306 Cost of Revenue Bond Financing $174,048 $0 $0 $0 $0 $0 $0 $0 $0 $0 Original Issue and Underwriters Discount $257,736 $0 $0 $0 $0 $0 $0 $0 $0 $0 Revenue Bond Financing Insurance $109,816 $0 $0 $0 $0 $0 $0 $0 $0 $0 Subordinated Debt - Broadband Service Provider Interest $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Subordinated Debt - Broadband Service Provider Principa $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Reimbursement - Broadband Service Provider $100,000 $0 $0 $0 $0 $0 $0 $0 $0 $0 Utility Plant Improvement Fund $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Property Tax Expense $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 GG Fund Transfer $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Uses $18,976,261 $1,347,367 $1,328,216 $1,791,011 $2,357,803 $2,342,596 $2,348,351 $2,350,594 $2,354,094 $2,357,806

End Cash on Hand $2,373,025 $3,663,629 $5,164,280 $6,390,393 $7,170,549 $8,094,606 $9,213,383 $10,477,167 $11,892,320 $13,536,924

Total Amount of Revenue Bond Financing: $20,720,000 Total Amount of Subordinated Debt Financing: $0

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 20 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Cash Flow Statement

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Video Services Revenue $537,202 $1,879,926 $1,941,624 $2,023,871 $2,090,676 $2,160,084 $2,251,585 $2,326,758 $2,404,874 $2,506,744 Video Services Operating Expenses $933,777 $1,723,027 $1,800,932 $1,862,421 $1,925,745 $1,991,376 $2,060,919 $2,131,466 $2,204,587 $2,282,019 Video Services Customer Cash Flow ($396,575) $156,898 $140,691 $161,450 $164,931 $168,708 $190,667 $195,292 $200,287 $224,725

Residential High Speed Data Revenue $96,450 $454,219 $578,084 $602,063 $609,328 $617,084 $643,945 $652,904 $662,331 $692,239 Residential High Speed Data Expense $91,914 $202,988 $243,607 $249,612 $254,024 $258,767 $265,545 $270,693 $276,032 $283,549 Residential High Speed Data Cash Flow $4,536 $251,231 $334,478 $352,451 $355,304 $358,317 $378,400 $382,211 $386,298 $408,690

Commercial Video and High Speed Data Revenue $670,638 $1,003,011 $1,015,414 $1,058,285 $1,070,984 $1,083,835 $1,129,599 $1,143,154 $1,156,871 $1,205,724 Commercial Video and High Speed Data Operating Exp. $68,063 $210,379 $205,152 $210,035 $221,457 $223,358 $228,518 $230,487 $232,473 $237,945 Commercial Cash Flow $602,575 $792,632 $810,262 $848,250 $849,527 $860,478 $901,081 $912,667 $924,398 $967,779

Telecommunications Revenue $669,344 $2,451,084 $2,527,452 $2,654,089 $2,787,314 $2,926,535 $3,072,824 $3,226,595 $3,386,702 $3,556,319 Telecommunications Expenses $532,657 $1,054,998 $1,038,968 $1,076,582 $1,114,972 $1,154,943 $1,197,263 $1,240,587 $1,285,595 $1,333,487 Telecommunications Cash Flow $136,686 $1,396,086 $1,488,483 $1,577,508 $1,672,342 $1,771,592 $1,875,562 $1,986,008 $2,101,107 $2,222,832

Total Revenue $1,973,634 $5,788,240 $6,062,574 $6,338,308 $6,558,302 $6,787,538 $7,097,954 $7,349,411 $7,610,777 $7,961,025 Total Operating Expense $1,626,413 $3,191,393 $3,288,660 $3,398,649 $3,516,198 $3,628,444 $3,752,245 $3,873,233 $3,998,688 $4,137,000 EBITDA $347,222 $2,596,847 $2,773,914 $2,939,659 $3,042,104 $3,159,094 $3,345,709 $3,476,178 $3,612,090 $3,824,025

Interest Earned $182,064 $41,123 $54,954 $77,464 $95,856 $107,558 $121,419 $138,201 $157,158 $178,385

Municipal Bond - Interest $492,100 $984,200 $984,200 $984,200 $949,627 $901,686 $851,442 $798,782 $743,591 $685,748 Municipal Bond - Principal $0 $0 $0 $481,427 $997,428 $1,045,368 $1,095,613 $1,148,272 $1,203,463 $1,261,306 Municipal Bond - Total $492,100 $984,200 $984,200 $1,465,627 $1,947,055 $1,947,055 $1,947,055 $1,947,055 $1,947,055 $1,947,055

Net Operating Cash Flow $37,186 $1,653,771 $1,844,668 $1,551,496 $1,190,905 $1,319,598 $1,520,073 $1,667,324 $1,822,193 $2,055,356 Cummulative Cash Flow $37,186 $1,690,957 $3,535,625 $5,087,121 $6,278,026 $7,597,624 $9,117,697 $10,785,021 $12,607,214 $14,662,570

Operating Expense Ratio 82% 55% 54% 54% 54% 53% 53% 53% 53% 52% Operating Income Ratio 18% 45% 46% 46% 46% 47% 47% 47% 47% 48%

Debt Service Coverage Ratio 0.00 0.00 2.87 2.06 1.61 1.68 1.78 1.86 1.94 2.06 Rate of Return on Depreciated Assets 3.06% 16.00% 18.14% 20.58% 22.76% 25.39% 29.06% 32.95% 37.76% 44.61% Outstanding Debt Ratio to Assets 0.95 0.97 1.00 1.04 1.09 1.15 1.24 1.34 1.48 1.67

Cable Services Percentage of Total Revenue 66% 58% 58% 58% 57% 57% 57% 56% 56% 55% Telecom Services Percentage of Total Revenue 34% 42% 42% 42% 43% 43% 43% 44% 44% 45%

Cash on Hand $2,373,025 $3,663,629 $5,164,280 $6,390,393 $7,170,549 $8,094,606 $9,213,383 $10,477,167 $11,892,320 $13,536,924

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 19 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Income Statement

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Subscriber Revenue $1,973,634 $5,788,240 $6,062,574 $6,338,308 $6,558,302 $6,787,538 $7,097,954 $7,349,411 $7,610,777 $7,961,025 Interest Earned $182,064 $41,123 $54,954 $77,464 $95,856 $107,558 $121,419 $138,201 $157,158 $178,385 Total Revenue $2,155,699 $5,829,364 $6,117,528 $6,415,772 $6,654,158 $6,895,096 $7,219,373 $7,487,612 $7,767,935 $8,139,410

Operating Expenses $1,626,413 $3,191,393 $3,288,660 $3,398,649 $3,516,198 $3,628,444 $3,752,245 $3,873,233 $3,998,688 $4,137,000 Depreciation Expense $517,625 $1,203,086 $1,236,650 $1,258,342 $1,285,725 $1,312,095 $1,338,848 $1,365,750 $1,392,886 $1,420,270 Property Tax Expense $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Operating Income $11,661 $1,434,885 $1,592,218 $1,758,781 $1,852,235 $1,954,558 $2,128,280 $2,248,628 $2,376,361 $2,582,141

Interest Expense $492,100 $984,200 $984,200 $984,200 $949,627 $901,686 $851,442 $798,782 $743,591 $685,748

Net Income ($480,439) $450,685 $608,018 $774,581 $902,608 $1,052,871 $1,276,839 $1,449,846 $1,632,769 $1,896,392

Fund Transfer $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

Net Income After Fund Transfer ($480,439) $450,685 $608,018 $774,581 $902,608 $1,052,871 $1,276,839 $1,449,846 $1,632,769 $1,896,392

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 21 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Additional Information

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Total Capital Expenditures $17,842,561 $363,167 $344,016 $325,383 $410,749 $395,541 $401,297 $403,540 $407,040 $410,752 Total Capital Expenditures to Date $17,842,561 $18,205,728 $18,549,744 $18,875,128 $19,285,876 $19,681,418 $20,082,714 $20,486,254 $20,893,294 $21,304,046 Total Capital Expenditures Per Video Customer $6,912 $6,642 $6,688 $6,725 $6,791 $6,849 $6,906 $6,963 $7,018 $7,071

Total Capital Expenditures $17,842,561 $363,167 $344,016 $325,383 $410,749 $395,541 $401,297 $403,540 $407,040 $410,752 Total Depreciated Asset Basis $17,324,937 $17,170,479 $16,311,410 $15,400,143 $14,552,550 $13,662,366 $12,751,569 $11,816,261 $10,857,550 $9,875,416

Total Plant Cost $17,842,561 $363,167 $344,016 $325,383 $410,749 $395,541 $401,297 $403,540 $407,040 $410,752 Total Plant Cost to Date $17,842,561 $18,205,728 $18,549,744 $18,875,128 $19,285,876 $19,681,418 $20,082,714 $20,486,254 $20,893,294 $21,304,046

Total Cost Per Residential Plant Mile $154,687 $151,632 $142,337 $132,792 $123,995 $115,030 $106,088 $97,141 $88,201 $79,272 Total Plant Cost Per Home Passed $2,175 $2,132 $2,002 $1,867 $1,744 $1,618 $1,492 $1,366 $1,240 $1,115 Total Plant Cost Per Customer $6,398 $6,272 $5,887 $5,492 $5,129 $4,758 $4,388 $4,018 $3,648 $3,279

Paid in Capital $100,000 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Paid in Capital $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000

Total Debt $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,238,573 $19,241,145 $18,195,777 $17,100,164 $15,951,892 $14,748,429 EBITDA to Debt Multiple 123.30 103.99 7.47 7.05 6.65 6.09 5.44 4.92 4.42 3.86 Debt Per Customer $8,027 $7,518 $7,471 $7,382 $7,126 $6,696 $6,257 $5,812 $5,358 $4,895 Accumulated Depreciation $517,625 $1,720,710 $2,957,360 $4,215,702 $5,501,427 $6,813,521 $8,152,369 $9,518,119 $10,911,005 $12,331,275 Depreciable Plant in Service and Inventory $17,324,937 $16,485,018 $15,592,385 $14,659,426 $13,784,450 $12,867,896 $11,930,346 $10,968,135 $9,982,289 $8,972,771

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 24 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Variables and Valuation

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Equity Additions $100,000 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Equity $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000

Debt Additions $20,720,000 $0 $0 $0 $0 $0 $0 $0 $0 $0 Municipal Bond Debt Before Principal Reduction $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,238,573 $19,241,145 $18,195,777 $17,100,164 $15,951,892 $14,748,429 Municipal Bond Debt Reductions $0 $0 $0 $481,427 $997,428 $1,045,368 $1,095,613 $1,148,272 $1,203,463 $1,261,306 Total Municipal Bond Debt $20,720,000 $20,720,000 $20,720,000 $20,238,573 $19,241,145 $18,195,777 $17,100,164 $15,951,892 $14,748,429 $13,487,122

Municipal Bonds Available $20,720,000 $41,123 $0 $0 $0 $0 $0 $0 $0 $0 Municipal Bond Draw $18,124,177 $2,595,823 $0 $0 $0 $0 $0 $0 $0 $0 Cash on Hand $2,373,025 $3,663,629 $5,164,280 $6,390,393 $7,170,549 $8,094,606 $9,213,383 $10,477,167 $11,892,320 $13,536,924

Loans From Shareholders $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Preferred Stock $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Current Liabilities $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

Valuation Equity $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 Senior Debt $20,720,000 $20,720,000 $20,720,000 $20,238,573 $19,241,145 $18,195,777 $17,100,164 $15,951,892 $14,748,429 $13,487,122 Sub Debt $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Loans From Shareholders $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Preferred Stock $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Current Liabilities $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Liabilities $20,820,000 $20,820,000 $20,820,000 $20,338,573 $19,341,145 $18,295,777 $17,200,164 $16,051,892 $14,848,429 $13,587,122

EBITDA $347,222 $2,596,847 $2,773,914 $2,939,659 $3,042,104 $3,159,094 $3,345,709 $3,476,178 $3,612,090 $3,824,025

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 25 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Variables and Valuation (Cont.)

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Sale Price @ a Multiple of: 8 $2,777,773 $20,774,779 $22,191,309 $23,517,270 $24,336,831 $25,272,752 $26,765,670 $27,809,423 $28,896,717 $30,592,204 End Cash $2,373,025 $3,663,629 $5,164,280 $6,390,393 $7,170,549 $8,094,606 $9,213,383 $10,477,167 $11,892,320 $13,536,924 Gross Profit ($15,669,202) $3,618,408 $6,535,589 $9,569,091 $12,166,236 $15,071,582 $18,778,888 $22,234,698 $25,940,608 $30,542,005 Return on Equity 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% Annual Rate of Return 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% Return on Assets -77.4% 17.5% 30.7% 44.3% 56.6% 70.1% 86.6% 101.1% 115.7% 132.5% Annual Rate of Return on Depreciated Assets -77.4% 8.7% 10.2% 11.1% 11.3% 11.7% 12.4% 12.6% 12.9% 13.2%

Total Video Customers 1,360 2,741 2,774 2,807 2,840 2,873 2,908 2,942 2,977 3,013 Sales Price Per Video Customer $2,043 $7,579 $8,001 $8,379 $8,570 $8,795 $9,204 $9,452 $9,707 $10,154 Total Cost Per Video Customer $15,314 $7,595 $7,507 $7,246 $6,810 $6,367 $5,915 $5,456 $4,988 $4,510 Profit (Loss) Per Video Customer ($13,271) ($16) $494 $1,132 $1,759 $2,428 $3,289 $3,996 $4,719 $5,644

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 23 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Balance Sheet Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

ASSETS Current Assets Cash and cash equivalents $2,373,025 $3,663,629 $5,164,280 $6,390,393 $7,170,549 $8,094,606 $9,213,383 $10,477,167 $11,892,320 $13,536,924 Short Term Investments $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Receivable, Net $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Inventories, Net $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Other Current Assets $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Current Assets $2,373,025 $3,663,629 $5,164,280 $6,390,393 $7,170,549 $8,094,606 $9,213,383 $10,477,167 $11,892,320 $13,536,924 Fixed Assets Land and Buildings $20,000 $21,500 $23,000 $24,500 $26,000 $27,500 $29,000 $30,500 $32,000 $33,500 Leasehold Improvements $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Towers, Earth Stations and Headend Equipment $4,512,842 $4,595,817 $4,678,792 $4,761,767 $4,844,742 $4,927,717 $5,010,692 $5,093,667 $5,176,642 $5,259,617 Distribution Plant and Subscriber Drops $6,851,193 $6,926,199 $7,010,571 $7,096,058 $7,182,678 $7,270,452 $7,359,398 $7,449,536 $7,540,887 $7,633,472 Customer Premise Equipment $4,602,635 $4,705,368 $4,788,679 $4,874,263 $4,962,208 $5,052,607 $5,145,557 $5,241,156 $5,339,512 $5,440,735 Computer Equipment and Software $135,000 $150,000 $165,000 $180,000 $195,000 $210,000 $225,000 $240,000 $255,000 $270,000 Vehicles, Machines, Mobile Comm. and Other Equipmen $402,500 $402,500 $420,000 $420,000 $500,500 $564,900 $632,520 $699,496 $766,601 $833,680 Test Equipment and Special Tools $135,000 $157,000 $179,000 $201,000 $223,000 $245,000 $267,000 $289,000 $311,000 $333,000 Furniture, Fixtures and Other Equipment $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Other Equipment $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Other Assets $1,183,391 $1,247,344 $1,284,703 $1,317,540 $1,351,748 $1,383,241 $1,413,548 $1,442,899 $1,471,652 $1,500,042 Less accumulated depreciation and amortization ($517,625) ($1,720,710) ($2,957,360) ($4,215,702) ($5,501,427) ($6,813,521) ($8,152,369) ($9,518,119) ########## ########## Total Fixed Assets $17,324,937 $16,485,018 $15,592,385 $14,659,426 $13,784,450 $12,867,896 $11,930,346 $10,968,135 $9,982,289 $8,972,771 Other Assets Other Assets $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Cost of Bond Financing & Insurance $541,600 $541,600 $541,600 $541,600 $541,600 $541,600 $541,600 $541,600 $541,600 $541,600 Total Assets $20,239,561 $20,690,247 $21,298,265 $21,591,419 $21,496,599 $21,504,103 $21,685,328 $21,986,902 $22,416,208 $23,051,294

LIABILITIES AND FUND EQUITY Current Liabilities $0 $0 $0 $0 $0 $0 $0 Accounts Payable and accrued liabilities $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Due to other Funds $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Other Current Liabilities $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Current Liabilities $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Long Term Debt Bonds Payable $20,720,000 $20,720,000 $20,720,000 $20,238,573 $19,241,145 $18,195,777 $17,100,164 $15,951,892 $14,748,429 $13,487,122 Other Payables $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Long Term Debt $20,720,000 $20,720,000 $20,720,000 $20,238,573 $19,241,145 $18,195,777 $17,100,164 $15,951,892 $14,748,429 $13,487,122 Total Liabilities $20,720,000 $20,720,000 $20,720,000 $20,238,573 $19,241,145 $18,195,777 $17,100,164 $15,951,892 $14,748,429 $13,487,122 Fund Equity Reserved Funds: $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Reserved Funds $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Unreserved Funds: $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Designated Funds $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Undesignated Funds $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Unreserved Funds $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Fund Equity ($480,439) ($29,753) $578,265 $1,352,846 $2,255,454 $3,308,326 $4,585,164 $6,035,010 $7,667,780 $9,564,172 Total Liabilities and Fund Equity $20,239,561 $20,690,247 $21,298,265 $21,591,419 $21,496,599 $21,504,103 $21,685,328 $21,986,902 $22,416,208 $23,051,294

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 17 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Key Operating Statistics - Residential

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Monthly Revenue All Services Per Video Customer Video Services $59.58 $51.86 $52.92 $54.51 $55.64 $56.81 $58.51 $59.75 $61.02 $62.86 High Speed Data Access Services $7.80 $11.70 $15.65 $16.10 $16.10 $16.11 $16.62 $16.65 $16.69 $17.24 Telecommunications Service $10.11 $9.03 $9.20 $9.54 $9.91 $10.29 $10.67 $11.07 $11.48 $11.91 Average Monthly Revenue All Services Per Video Custom $77.49 $72.59 $77.77 $80.16 $81.66 $83.21 $85.81 $87.47 $89.19 $92.01 Average Annual Revenue All Services Per Video Custom $929.87 $871.07 $933.27 $961.93 $979.95 $998.53 $1,029.66 $1,049.65 $1,070.32 $1,104.09 Average Monthly Revenue Per Telecommunications Cust $45.79 $40.89 $40.94 $40.92 $41.00 $40.95 $41.00 $40.97 $40.97 $40.95 Average Annual Revenue Per Telecommunications Custo $549.42 $490.73 $491.25 $491.08 $492.04 $491.41 $491.95 $491.60 $491.65 $491.44

Monthly Programming Expense Per Video Customer Basic Programming $15.20 $13.62 $14.03 $14.45 $14.89 $15.33 $15.79 $16.27 $16.76 $17.26 Premium Programming $6.07 $5.44 $5.60 $5.77 $5.95 $6.12 $6.31 $6.50 $6.69 $6.89 Pay Per View Programming $1.38 $1.20 $1.20 $1.20 $1.20 $1.20 $1.20 $1.20 $1.20 $1.20 Channel Guide $0.28 $0.09 $0.09 $0.09 $0.09 $0.09 $0.09 $0.09 $0.08 $0.08 Total Programming $22.92 $20.36 $20.93 $21.51 $22.12 $22.74 $23.39 $24.05 $24.73 $25.43

Monthly Operating Expense Per Video Customer Sales & Advertising Expense Per Video Customer $14.16 $3.77 $3.43 $3.49 $3.55 $3.62 $3.68 $3.74 $3.81 $3.88 Field & Technical $42.26 $14.48 $15.83 $16.06 $16.33 $16.60 $16.87 $17.15 $17.44 $17.73 General & Administrative $29.05 $8.45 $8.48 $8.62 $8.77 $8.93 $9.07 $9.24 $9.40 $9.56 Total Operating Expense $85.47 $26.70 $27.74 $28.17 $28.65 $29.14 $29.63 $30.13 $30.65 $31.17

Monthly Telecommunications Oper Exp Per Video Customer Cost of Goods Sold $0.83 $0.41 $0.42 $0.43 $0.44 $0.45 $0.46 $0.47 $0.48 $0.49 Facility Based $6.16 $3.51 $3.19 $3.24 $3.29 $3.34 $3.39 $3.44 $3.49 $3.54 Commercial & Marketing $3.01 $0.24 $0.27 $0.27 $0.28 $0.29 $0.30 $0.31 $0.32 $0.33 Administrative $1.48 $0.38 $0.39 $0.40 $0.41 $0.42 $0.43 $0.44 $0.45 $0.47 Total Telecommunications Oper Exp Per Video Custome $11.48 $4.54 $4.26 $4.34 $4.42 $4.49 $4.57 $4.66 $4.74 $4.83

Monthly Cash Flow All Services Per Video Cust ($42.39) $20.99 $24.84 $26.14 $26.48 $26.83 $28.22 $28.63 $29.07 $30.58

Monthly Revenue/Expenses Per Channel Total Channels 131 131 131 131 131 131 131 131 131 131 Revenue Per Sub Per Channel $0.59 $0.55 $0.59 $0.61 $0.62 $0.64 $0.66 $0.67 $0.68 $0.70 Programming Exp. Per Sub Per Channel $0.17 $0.16 $0.16 $0.16 $0.17 $0.17 $0.18 $0.18 $0.19 $0.19

Monthly Telecommunications Oper Exp Per Telecommunications Customer Cost of Goods Sold $1.00 $1.86 $1.85 $1.83 $1.80 $1.78 $1.75 $1.73 $1.71 $1.69 Facility Based $7.37 $15.86 $14.21 $13.89 $13.60 $13.29 $13.01 $12.72 $12.45 $12.18 Commercial & Marketing $3.60 $1.07 $1.18 $1.17 $1.17 $1.16 $1.15 $1.14 $1.14 $1.13 Administrative $1.78 $1.70 $1.72 $1.71 $1.69 $1.67 $1.66 $1.64 $1.62 $1.61 Total Telecommunications Oper Exp Per Telecommunica $13.73 $20.50 $18.97 $18.59 $18.26 $17.89 $17.57 $17.23 $16.92 $16.61

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 18 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Key Operating Statistics - Commercial

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Monthly Revenue Per Customer Per Service Average Video Service Per Video Service Unit $445.16 $774.62 $774.99 $798.23 $798.23 $798.23 $822.18 $822.18 $822.18 $846.85 Average High Speed Data Revenue Per Data Customer $440.56 $766.63 $766.99 $789.99 $789.99 $789.99 $813.69 $813.69 $813.69 $838.11 Average Telecommunications Revenue Per Telecommuni $201.06 $701.00 $703.20 $704.07 $706.39 $704.63 $704.67 $706.39 $704.59 $707.06

Monthly Expense Per Customer Per Service Programming Expense Per Video Service Unit $1.54 $2.77 $2.85 $2.94 $3.02 $3.12 $3.21 $3.31 $3.40 $3.51 High Speed Data Expense Per Data Customer $0.92 $1.66 $1.71 $1.76 $1.81 $1.87 $1.92 $1.98 $2.04 $2.10 Telecommunications Expenses Per Telecommunications C $160.02 $238.27 $220.29 $216.25 $212.77 $208.22 $204.29 $200.94 $196.79 $193.85

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 28 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Selling & Advertising - Residential

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Salaries - Sales $43,625 $44,934 $39,784 $40,977 $42,207 $43,473 $44,777 $46,120 $47,504 $48,929 Sales Commissions $16,359 $22,467 $19,892 $20,489 $21,103 $21,736 $22,388 $23,060 $23,752 $24,464 Payroll Taxes $9,783 $10,993 $9,733 $10,025 $10,326 $10,636 $10,955 $11,283 $11,622 $11,970 Benefits $22,249 $22,916 $20,290 $20,898 $21,525 $22,171 $22,836 $23,521 $24,227 $24,954 Advertising & Promotions $9,600 $9,888 $10,185 $10,490 $10,805 $11,129 $11,463 $11,807 $12,161 $12,526 Direct Mail $2,400 $2,472 $2,546 $2,623 $2,701 $2,782 $2,866 $2,952 $3,040 $3,131 Sales Materials $1,364 $56 $953 $964 $976 $987 $999 $1,011 $1,023 $1,036 Support Materials $682 $28 $476 $482 $488 $494 $500 $506 $512 $518 Graphic Design $1,500 $1,545 $1,591 $1,639 $1,688 $1,739 $1,791 $1,845 $1,900 $1,957 Office Supplies/Postage $900 $927 $955 $983 $1,013 $1,043 $1,075 $1,107 $1,140 $1,174 Training & Seminars $1,200 $1,236 $1,273 $1,311 $1,351 $1,391 $1,433 $1,476 $1,520 $1,566 Travel & Entertainment $600 $618 $637 $656 $675 $696 $716 $738 $760 $783 Miscellaneous $4,800 $4,944 $5,092 $5,245 $5,402 $5,565 $5,731 $5,903 $6,080 $6,263 Total Sales & Marketing Expenses $115,062 $123,024 $113,406 $116,783 $120,260 $123,842 $127,530 $131,329 $135,242 $139,272 Total Sales & Marketing Expense Allocation $115,062 $123,024 $113,406 $116,783 $120,260 $123,842 $127,530 $131,329 $135,242 $139,272

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 41 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Sales and Marketing Variables

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Sales and Marketing Employees and Contractors Marketing and Sales Manager 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Sales Clerks 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 In-House Field Representatives 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Contract Field Representatives 3.00 0.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Total Sales and Marketing Employees and Contractors 4.25 1.25 2.25 2.25 2.25 2.25 2.25 2.25 2.25 2.25

Sales and Marketing Employees and Contractors Marketing and Sales Manager $37,500 $38,625 $39,784 $40,977 $42,207 $43,473 $44,777 $46,120 $47,504 $48,929 Sales Clerks $6,125 $6,309 $0 $0 $0 $0 $0 $0 $0 $0 In-House Field Representatives $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Contract Field Representatives $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Sales and Marketing Salary & Wages $43,625 $44,934 $39,784 $40,977 $42,207 $43,473 $44,777 $46,120 $47,504 $48,929

Vehicles 0000000000

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 29 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Field & Technical Expenses - Residential

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Salaries - Technical $169,438 $224,976 $253,520 $260,540 $268,356 $276,407 $284,699 $293,240 $302,037 $311,098 Payroll Taxes $27,635 $36,694 $41,349 $42,494 $43,769 $45,082 $46,434 $47,827 $49,262 $50,740 Benefits $86,413 $114,738 $129,295 $132,875 $136,862 $140,968 $145,197 $149,552 $154,039 $158,660 Pole Rental $4,160 $12,720 $12,943 $13,098 $13,256 $13,415 $13,576 $13,738 $13,903 $14,070 Plant Repairs & Maintenance $2,652 $8,109 $8,251 $8,350 $8,450 $8,552 $8,654 $8,758 $8,863 $8,970 Equipment Repairs & Maintenance $2,100 $2,163 $2,228 $2,295 $2,364 $2,434 $2,508 $2,583 $2,660 $2,740 Converter Maintenance $2,100 $2,163 $2,228 $2,295 $2,364 $2,434 $2,508 $2,583 $2,660 $2,740 Vehicle Expense $19,950 $28,500 $29,355 $30,236 $31,143 $32,077 $33,039 $34,030 $35,051 $36,103 Mobile Communications $8,400 $12,360 $12,731 $13,113 $13,506 $13,911 $14,329 $14,758 $15,201 $15,657 Supplies - Technical,Engineering, Drafting, etc. $1,800 $1,854 $1,910 $1,967 $2,026 $2,087 $2,149 $2,214 $2,280 $2,349 Training & Seminars $1,200 $1,236 $1,273 $1,311 $1,351 $1,391 $1,433 $1,476 $1,520 $1,566 Tools & Equipment $1,200 $1,236 $1,273 $1,311 $1,351 $1,391 $1,433 $1,476 $1,520 $1,566 Utilities - Power Supplies $4,420 $13,514 $13,752 $13,917 $14,084 $14,253 $14,424 $14,597 $14,772 $14,949 Utilities - Headend $6,000 $6,180 $6,365 $6,556 $6,753 $6,956 $7,164 $7,379 $7,601 $7,829 Property Damage $600 $618 $637 $656 $675 $696 $716 $738 $760 $783 Uniforms $1,050 $1,500 $1,700 $1,700 $1,700 $1,700 $1,700 $1,700 $1,700 $1,700 Office Supplies $1,200 $1,236 $1,273 $1,311 $1,351 $1,391 $1,433 $1,476 $1,520 $1,566 Miscellaneous $3,000 $3,090 $3,183 $3,278 $3,377 $3,478 $3,582 $3,690 $3,800 $3,914 Total Field & Technical Expenses $343,318 $472,886 $523,265 $537,303 $552,734 $568,621 $584,977 $601,815 $619,151 $636,999 Total Field & Technical Expense Allocation $343,318 $472,886 $523,265 $537,303 $552,734 $568,621 $584,977 $601,815 $619,151 $636,999

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 42 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Field & Technical Variables

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Field & Technical Employees and Contractors Technical Manager (s) 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Headend Technicians 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50 Construction Manager/Plant Manager 0.50 0.50 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Broadband Service Technicians 1.50 1.50 1.50 1.50 1.50 1.50 1.50 1.50 1.50 1.50 Telecom Service Technicians 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Installer/Service Technician 1.50 1.50 1.50 1.50 1.50 1.50 1.50 1.50 1.50 1.50 High Speed Data Technician 1.50 1.50 1.50 1.50 1.50 1.50 1.50 1.50 1.50 1.50 Contract Installers 4.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Total Field & Technical Employees and Contractors 10.50 7.50 8.00 8.00 8.00 8.00 8.00 8.00 8.00 8.00

Field & Technical Salary & Wages Technical Manager (s) $75,000 $76,788 $76,950 $78,900 $81,267 $83,705 $86,216 $88,803 $91,467 $94,211 Headend Technicians $17,500 $25,619 $25,675 $26,350 $27,141 $27,955 $28,793 $29,657 $30,547 $31,463 Construction Manager/Plant Manager $27,500 $28,325 $56,650 $58,300 $60,049 $61,850 $63,706 $65,617 $67,586 $69,613 Broadband Service Technicians $26,521 $51,758 $51,758 $53,265 $54,863 $56,509 $58,204 $59,950 $61,749 $63,601 Telecom Service Technicians $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Installer/Service Technician $22,917 $42,488 $42,488 $43,725 $45,037 $46,388 $47,779 $49,213 $50,689 $52,210 High Speed Data Technician $36,563 $50,213 $50,213 $51,675 $53,138 $54,732 $56,374 $58,065 $59,807 $61,601 Total Field & Technical Salary & Wages $169,438 $224,976 $253,520 $260,540 $268,356 $276,407 $284,699 $293,240 $302,037 $311,098 High Speed Data Salary & Wages $36,563 $50,213 $50,213 $51,675 $53,138 $54,732 $56,374 $58,065 $59,807 $61,601

Vehicles - Field & Technical 5566666666 Vehicles - High Speed Data 2222222222

Attributable Technical Salary & Wage Expenses Cable Services Salary & Wages Allocated 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% Telecom Salary & Wages Allocated to Cable Services 66.09% 57.65% 58.31% 58.13% 57.50% 56.88% 56.71% 56.10% 55.50% 55.33% Additional Allocation - 1 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Additional Allocation - 2 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 30 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 G & A Expenses - Residential

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Salaries & Wages $113,333 $122,956 $125,486 $129,217 $133,094 $137,086 $141,199 $145,435 $149,798 $154,292 Payroll Taxes $18,485 $20,054 $20,467 $21,075 $21,708 $22,359 $23,030 $23,720 $24,432 $25,165 Benefits $57,800 $62,708 $63,998 $65,901 $67,878 $69,914 $72,011 $74,172 $76,397 $78,689 Contract Labor $2,400 $2,472 $2,546 $2,623 $2,701 $2,782 $2,866 $2,952 $3,040 $3,131 Consulting $2,400 $2,472 $2,546 $2,623 $2,701 $2,782 $2,866 $2,952 $3,040 $3,131 Vehicle Expense $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Travel & Entertainment $1,200 $1,236 $1,273 $1,311 $1,351 $1,391 $1,433 $1,476 $1,520 $1,566 Training & Seminars $600 $618 $637 $656 $675 $696 $716 $738 $760 $783 Bank Charges $600 $618 $637 $656 $675 $696 $716 $738 $760 $783 Security $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Contributions $600 $618 $637 $656 $675 $696 $716 $738 $760 $783 Bad Debt $10,744 $37,599 $38,832 $40,477 $41,814 $43,202 $45,032 $46,535 $48,097 $50,135 Uniforms $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Insurance $16,200 $16,686 $17,187 $17,702 $18,233 $18,780 $19,344 $19,924 $20,522 $21,137 Utilities $4,200 $4,326 $4,456 $4,589 $4,727 $4,869 $5,015 $5,165 $5,320 $5,480 Postage $1,800 $1,854 $1,910 $1,967 $2,026 $2,087 $2,149 $2,214 $2,280 $2,349 Copyright Fees $112 $393 $410 $427 $446 $464 $484 $505 $526 $548 Franchise Fees $24,198 $84,681 $87,461 $91,165 $94,175 $97,301 $101,423 $104,809 $108,328 $112,916 FCC Regulatory Fee $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Sales Tax $29,038 $101,618 $104,953 $109,398 $113,010 $116,761 $121,707 $125,771 $129,993 $135,500 Billing Service $18,665 $65,318 $66,102 $66,895 $67,698 $68,510 $69,332 $70,164 $71,006 $71,858 Answering Service $3,600 $3,708 $3,819 $3,934 $4,052 $4,173 $4,299 $4,428 $4,560 $4,697 Dues & Subscriptions $900 $927 $955 $983 $1,013 $1,043 $1,075 $1,107 $1,140 $1,174 Rent $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Telecommunications $3,900 $4,017 $4,138 $4,262 $4,389 $4,521 $4,657 $4,797 $4,940 $5,089 Office Supplies $1,500 $1,545 $1,591 $1,639 $1,688 $1,739 $1,791 $1,845 $1,900 $1,957 Repair & Maint. $1,200 $1,236 $1,273 $1,311 $1,351 $1,391 $1,433 $1,476 $1,520 $1,566 Office Equipment $1,200 $1,236 $1,273 $1,311 $1,351 $1,391 $1,433 $1,476 $1,520 $1,566 Subs/Research $300 $309 $318 $328 $338 $348 $358 $369 $380 $391 Taxes & Licenses $1,800 $1,854 $1,910 $1,967 $2,026 $2,087 $2,149 $2,214 $2,280 $2,349 Accounting $2,400 $2,472 $2,546 $2,623 $2,701 $2,782 $2,866 $2,952 $3,040 $3,131 Legal $3,600 $3,708 $3,819 $3,934 $4,052 $4,173 $4,299 $4,428 $4,560 $4,697 Property Taxes $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Janitorial Services $1,500 $1,545 $1,591 $1,639 $1,688 $1,739 $1,791 $1,845 $1,900 $1,957 Computer Repair $1,500 $1,545 $1,591 $1,639 $1,688 $1,739 $1,791 $1,845 $1,900 $1,957 Miscellaneous $3,600 $3,708 $3,819 $3,934 $4,052 $4,173 $4,299 $4,428 $4,560 $4,697 Telecom Allocation ($40,162) ($91,724) ($95,570) ($98,126) ($99,980) ($101,876) ($104,609) ($106,586) ($108,617) ($111,527) Management Entity Allocation $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total G & A Expenses $289,213 $462,313 $472,610 $488,716 $503,994 $519,800 $537,670 $554,627 $572,166 $591,948 Total G & A Expense Allocation $289,213 $462,313 $472,610 $488,716 $503,994 $519,800 $537,670 $554,627 $572,166 $591,948

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 43 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 G & A Variables

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

General Managers 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 Office Manager 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 MIS Director 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 Accountant 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 Customer Service Representatives 2.00 2.00 2.00 2.00 2.00 2.00 2.00 2.00 2.00 2.00 Support Staff 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50 Total G & A Employees 3.50 3.50 3.50 3.50 3.50 3.50 3.50 3.50 3.50 3.50

G & A Salary & Wages General Managers $41,250 $25,106 $25,859 $26,635 $27,434 $28,257 $29,105 $29,978 $30,878 $31,804 Office Manager $11,250 $11,588 $11,588 $11,925 $12,283 $12,651 $13,031 $13,422 $13,824 $14,239 MIS Director $13,750 $14,163 $14,163 $14,575 $15,012 $15,463 $15,926 $16,404 $16,896 $17,403 Accountant $7,500 $7,725 $7,957 $8,195 $8,441 $8,695 $8,955 $9,224 $9,501 $9,786 Customer Service Representatives $29,167 $51,500 $53,045 $54,636 $56,275 $57,964 $59,703 $61,494 $63,339 $65,239 Support Staff $10,417 $12,875 $12,875 $13,250 $13,648 $14,057 $14,479 $14,913 $15,360 $15,821 Total G & A Salary & Wages $113,333 $122,956 $125,486 $129,217 $133,094 $137,086 $141,199 $145,435 $149,798 $154,292

Vehicles 1111111111

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 27 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Programming & Related Exp. - Residential

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Limited Basic Service $6,159 $22,201 $23,142 $24,122 $25,144 $26,209 $27,319 $28,477 $29,683 $30,940 Standard Basic Service $117,280 $422,731 $440,640 $459,305 $478,761 $499,042 $520,181 $542,216 $565,184 $589,125 Pay Programming $49,295 $177,682 $185,209 $193,055 $201,233 $209,757 $218,642 $227,904 $237,558 $247,621 PPV Programming $11,199 $39,191 $39,661 $40,137 $40,619 $41,106 $41,599 $42,098 $42,604 $43,115 Guide Channels $2,250 $3,000 $3,000 $3,000 $3,000 $3,000 $3,000 $3,000 $3,000 $3,000 Total Programming Expense $186,184 $664,805 $691,652 $719,619 $748,756 $779,113 $810,742 $843,695 $878,028 $913,801

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 40 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Capital Expenditures

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Strand Mapping, Permitting, Engineering and Design $66,504 $0 $0 $0 $0 $0 $0 $0 $0 $0 Project Consulting $150,000 $15,000 $15,000 $11,250 $8,438 $6,328 $4,746 $3,560 $2,670 $2,002 Aerial Make Ready Engineering $19,481 $215 $236 $239 $242 $245 $248 $251 $254 $257 Aerial Make Ready $210,808 $2,331 $2,558 $2,588 $2,619 $2,651 $2,683 $2,715 $2,747 $2,780 Aerial Strand Labor $97,403 $1,077 $1,182 $1,196 $1,210 $1,225 $1,240 $1,254 $1,269 $1,285 Aerial Strand, Hardware & Materials $95,839 $1,060 $1,163 $1,177 $1,191 $1,205 $1,220 $1,234 $1,249 $1,264 Wave7 Optical Cores and Taps $2,693,800 $29,780 $32,683 $33,075 $33,472 $33,874 $34,280 $34,692 $35,108 $35,529 Fiber Cable $471,018 $5,207 $5,715 $5,783 $5,853 $5,923 $5,994 $6,066 $6,139 $6,212 Fiber Labor $307,507 $3,400 $3,731 $3,776 $3,821 $3,867 $3,913 $3,960 $4,008 $4,056 Underground Plant Labor $1,487,063 $16,440 $18,042 $18,259 $18,478 $18,699 $18,924 $19,151 $19,381 $19,613 Fiber Splicing $370,295 $4,094 $4,493 $4,547 $4,601 $4,656 $4,712 $4,769 $4,826 $4,884 Customer Premise Install Labor & Materials - Residential $756,568 $8,364 $9,179 $9,289 $9,401 $9,514 $9,628 $9,743 $9,860 $9,979 Customer Premise Install Labor & Materials - Commercia $53,500 $591 $2,705 $2,840 $2,982 $3,131 $3,287 $3,452 $3,624 $3,806 Headend Video Electronics $1,449,429 $5,000 $5,000 $5,000 $5,000 $5,000 $5,000 $5,000 $5,000 $5,000 Headend Building, Tower & Generator $569,180 $0 $0 $0 $0 $0 $0 $0 $0 $0 Digital Headend Equipment $474,054 $0 $0 $0 $0 $0 $0 $0 $0 $0 Headend Optoelectronics $638,391 $0 $0 $0 $0 $0 $0 $0 $0 $0 Hotel/Motel Rewiring - Labor & Materials $221,407 $2,448 $2,686 $2,718 $2,751 $2,784 $2,818 $2,851 $2,886 $2,920 Customer Premise Equipment $36,367 $402 $441 $447 $452 $457 $463 $468 $474 $480 Digital Customer Premise Equipment $805,997 $8,910 $9,779 $9,896 $10,015 $10,135 $10,257 $10,380 $10,504 $10,630 Telephone Switch & Data Equipment $1,381,788 $77,975 $77,975 $77,975 $77,975 $77,975 $77,975 $77,975 $77,975 $77,975 Wave7 Customer Premise - Residential $2,803,714 $30,996 $34,017 $34,425 $34,838 $35,256 $35,679 $36,107 $36,540 $36,979 Wave7 Customer Premise - Commercial $872,153 $9,642 $31,492 $33,066 $34,719 $36,455 $38,278 $40,192 $42,202 $44,312 High Speed Data Installation - Residential $45,652 $52,354 $7,112 $7,275 $7,440 $7,608 $7,779 $7,953 $8,130 $8,311 High Speed Data Installation - Commercial $38,753 $428 $470 $476 $482 $487 $493 $499 $505 $511 Office Building, Land, Studio, Furniture & Office Equipm $20,000 $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 Computer Equipment & Billing System Software $135,000 $15,000 $15,000 $15,000 $15,000 $15,000 $15,000 $15,000 $15,000 $15,000 Marketing & Sales - Video $140,809 $1,557 $1,708 $1,729 $1,750 $1,771 $1,792 $1,813 $1,835 $1,857 Marketing & Sales - Data $42,936 $30,103 $4,269 $4,364 $4,461 $4,559 $4,660 $4,762 $4,866 $4,971 Special Project Fund $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Fusion Splicer and Splicing Equipment $60,000 $20,000 $20,000 $20,000 $20,000 $20,000 $20,000 $20,000 $20,000 $20,000 Tools, Test Equipment and Spare Equipment $75,000 $2,000 $2,000 $2,000 $2,000 $2,000 $2,000 $2,000 $2,000 $2,000 Vehicles and Mobile Communications $402,500 $0 $17,500 $0 $80,500 $64,400 $67,620 $66,976 $67,105 $67,079 Total $16,992,915 $345,873 $327,635 $309,889 $391,189 $376,706 $382,187 $384,324 $387,657 $391,192 Contingency $849,646 $17,294 $16,382 $15,494 $19,559 $18,835 $19,109 $19,216 $19,383 $19,560 State Sales Tax $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Capital Expenditures $17,842,561 $363,167 $344,016 $325,383 $410,749 $395,541 $401,297 $403,540 $407,040 $410,752 Total Capital Expenditures to Date $17,842,561 $18,205,728 $18,549,744 $18,875,128 $19,285,876 $19,681,418 $20,082,714 $20,486,254 $20,893,294 $21,304,046

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 14 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Plant Statistics

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Total Plant Miles to Construct Geneva, Illinois 102.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase II Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase III Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Total Plant Miles to Construct 102.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Residential Plant Miles - Constructed Geneva, Illinois 112.00 1.24 1.36 1.38 1.39 1.41 1.43 1.44 1.46 1.48 Phase II Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase III Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Total Residential Plant Miles - Constructed 112.00 1.24 1.36 1.38 1.39 1.41 1.43 1.44 1.46 1.48

Residential Plant Miles - End Geneva, Illinois 112.00 113.24 114.60 115.97 117.36 118.77 120.20 121.64 123.10 124.58 Phase II Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase III Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Total Residential Plant Miles - Begin 112.00 113.24 114.60 115.97 117.36 118.77 120.20 121.64 123.10 124.58

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 15 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Plant Statistics (Cont.)

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Commercial Plant Miles - Begin Geneva, Illinois 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase II Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase III Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Total Residential Plant Miles - Constructed 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Commercial Plant Miles - Constructed Geneva, Illinois 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase II Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase III Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Total Commercial Plant Miles - Constructed 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Commercial Plant Miles - End Geneva, Illinois 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase II Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase III Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Total Commercial Plant Miles - End 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Plant Miles Total Plant Miles - Begin 0.00 112.00 113.24 114.60 115.97 117.36 118.77 120.20 121.64 123.10 Total Plant Miles - Constructed 112.00 1.24 1.36 1.38 1.39 1.41 1.43 1.44 1.46 1.48 Total Plant Miles - End 112.00 113.24 114.60 115.97 117.36 118.77 120.20 121.64 123.10 124.58

Total Construction Footage 591,360 6,538 7,175 7,261 7,348 7,436 7,525 7,616 7,707 7,800 % of Outside Plant - Aerial 47% 47% 47% 47% 47% 47% 47% 47% 47% 47% % of Outside Plant - Underground 53% 53% 53% 53% 53% 53% 53% 53% 53% 53% Aerial Construction Footage 278,294 3,077 3,376 3,417 3,458 3,499 3,541 3,584 3,627 3,670 Underground Construction Footage 313,066 3,461 3,798 3,844 3,890 3,937 3,984 4,032 4,080 4,129

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 16 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Homes and Customers Per Mile

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Residential Homes Passed Per Mile Geneva, Illinois 71.11 71.11 71.11 71.11 71.11 71.11 71.11 71.11 71.11 71.11 Phase II Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase III Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Average Homes Passed Per Mile 71.11 71.11 71.11 71.11 71.11 71.11 71.11 71.11 71.11 71.11

Customers Per Mile 24.18 24.18 24.18 24.18 24.18 24.18 24.18 24.18 24.18 24.18

Commercial Units Passed Per Mile Geneva, Illinois 17.19 17.19 17.19 17.19 17.19 17.19 17.19 17.19 17.19 17.19 Phase II Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase III Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Active Commercial Units Passed Per Mile 0.86 0.86 0.86 0.86 0.86 0.86 0.86 0.86 0.86 0.86

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 6 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Homes Passed - Customers

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Add Serviceable Homes Passed Total & by Franchise Area Begin Homes Passed 0 7,964 8,052 8,149 8,247 8,346 8,446 8,547 8,650 8,754 Geneva, Illinois 7,964 88 97 98 99 100 101 103 104 105 Phase II Service Area 0000000000 Phase III Service Area 0000000000 Total Add Serviceable Homes Passed 7,964 88 97 98 99 100 101 103 104 105 End Homes Passed 7,964 8,052 8,149 8,247 8,346 8,446 8,547 8,650 8,754 8,859

Total Potenial Homes Passed by Franchise Area Geneva, Illinois 7,964 8,052 8,149 8,247 8,346 8,446 8,547 8,650 8,754 8,859 Phase II Service Area 0000000000 Phase III Service Area 0000000000 End Homes Passed 7,964 8,052 8,149 8,247 8,346 8,446 8,547 8,650 8,754 8,859

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 7 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Homes Passed - Customers (Cont.)

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

End Customers by Franchise Area Geneva, Illinois 2,708 2,738 2,771 2,804 2,838 2,872 2,906 2,941 2,976 3,012 Phase II Service Area 0000000000 Phase III Service Area 0000000000 Total Customers 2,708 2,738 2,771 2,804 2,838 2,872 2,906 2,941 2,976 3,012

Average Customers by Franchise Area Geneva, Illinois 1,354 2,723 2,754 2,787 2,821 2,855 2,889 2,923 2,959 2,994 Phase II Service Area 0000000000 Phase III Service Area 0000000000 Total Average Customers 1,354 2,723 2,754 2,787 2,821 2,855 2,889 2,923 2,959 2,994

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 8 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Homes Passed - Customers (Cont.)

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Average Customers Percentage by Franchise Area Geneva, Illinois 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% Phase II Service Area 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Phase III Service Area 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

New Plant Extensions Homes Constructed Geneva, Illinois 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% Phase II Service Area 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% Phase III Service Area 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% Video Service Penetration - New Construction All 34.0% 34.0% 34.0% 34.0% 34.0% 34.0% 34.0% 34.0% 34.0% 34.0%

Video Service Penetration - Overall 34.0% 34.0% 34.0% 34.0% 34.0% 34.0% 34.0% 34.0% 34.0% 34.0%

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 9 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Homes Passed - Customers (Cont.)

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

New Construction Video Service Installs Geneva, Illinois 2,708 30 33 33 34 34 34 35 35 36 Phase II Service Area 0000000000 Phase III Service Area 0000000000 Total New Construction Video Service Installs 2,708 30 33 33 34 34 34 35 35 36

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 10 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Homes Passed - Customers (Cont.)

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Video Services Reconnects Geneva, Illinois 20 82 920 931 942 953 965 976 988 1,000 Phase II Service Area 0000000000 Phase III Service Area 0000000000 Total Basic Video Service Reconnects 20 82 920 931 942 953 965 976 988 1,000

Video Services Disconnects Geneva, Illinois 20 82 920 931 942 953 965 976 988 1,000 Phase II Service Area 0000000000 Phase III Service Area 0000000000 Total Basic Video Service Disconnects 20 82 920 931 942 953 965 976 988 1,000

Video Service Customers Begin Basic Video Service Customers 0 2,708 2,738 2,771 2,804 2,838 2,872 2,906 2,941 2,976 Net Add Basic Video Service Customers 2,708 30 33 33 34 34 34 35 35 36 End Basic Video Service Customers 2,708 2,738 2,771 2,804 2,838 2,872 2,906 2,941 2,976 3,012 Average Basic Video Service Customers 1,354 2,722 2,754 2,787 2,821 2,855 2,889 2,923 2,959 2,994

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 11 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Homes Passed - Customers (Cont.)

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

High Speed Data Customers Begin High Speed Data Customers 0 513 1,062 1,075 1,088 1,103 1,118 1,135 1,152 1,170 Add High Speed Data Customers 522 598 81 83 85 87 89 91 93 95 High Speed Data Disconnects 9 49 69 69 70 71 72 74 75 76 End High Speed Data Customers 513 1,062 1,075 1,088 1,103 1,118 1,135 1,152 1,170 1,190 Average High Speed Data Customers 256 787 1,068 1,081 1,096 1,111 1,127 1,144 1,161 1,180 High Speed Data Penetration to Homes Passed 6.44% 13.19% 13.19% 13.20% 13.22% 13.24% 13.28% 13.32% 13.37% 13.43% High Speed Data Penetration to Subscribers 18.93% 38.79% 38.79% 38.81% 38.87% 38.95% 39.05% 39.18% 39.33% 39.49%

Commercial Customers Passed Begin Commercial Units Passed 0 1,925 1,947 1,970 1,994 2,017 2,042 2,066 2,091 2,116 Geneva, Illinois 1,925 21 23 24 24 24 25 25 25 25 Phase II Service Area 0000000000 Phase III Service Area 0000000000 End Commercial Units Passed 1,925 1,947 1,970 1,994 2,017 2,042 2,066 2,091 2,116 2,141 Total Add Commercial Unites Passed 1,925 21 23 24 24 24 25 25 25 25

Video Service Penetration - Commercial Units 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% Begin Commercial Unit Video Customers 0 96 97 98 100 101 102 103 105 106 Commercial Units Video Added Customers 96111111111 Ending Commercial Video Units Customers 96 97 98 100 101 102 103 105 106 107 Average Commercial Video Units 48 97 98 99 100 101 103 104 105 106 Average Commercial Video Penetration to Units Passed 2.5% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% Average FCC Equivalent Commercial Units 6 20 19 20 19 19 19 19 18 19

Total Average Equivalent Video Customers 1,360 2,741 2,774 2,807 2,840 2,873 2,908 2,942 2,977 3,013

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 46 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Service Penetration

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Basic 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% Expanded Basic 97.00% 97.00% 97.00% 97.00% 97.00% 97.00% 97.00% 97.00% 97.00% 97.00% Business Basic 0.20% 0.20% 0.20% 0.20% 0.20% 0.20% 0.20% 0.20% 0.20% 0.20% Line Maintenance Plan 65.00% 65.00% 65.00% 65.00% 65.00% 65.00% 65.00% 65.00% 65.00% 65.00% Set Top with Remote 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% Additional Digital Converter 7.00% 7.00% 7.00% 7.00% 7.00% 7.00% 7.00% 7.00% 7.00% 7.00% HBO Analog Only 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% HBO Digital Group 8.00% 8.00% 8.00% 8.00% 8.00% 8.00% 8.00% 8.00% 8.00% 8.00% Cinemax Digital Group 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% Showtime Digital Group 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% The Movie Channel Digital Group 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% Starz/Encore Group 12.50% 12.50% 12.50% 12.50% 12.50% 12.50% 12.50% 12.50% 12.50% 12.50% Encore 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Showtime Digital Combo (Show, TMC, Flix & Sundance 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% HBO Digital Group/Cinemax Digital Group 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% Digital Basic Tier with Music Choice 24.00% 24.00% 24.00% 24.00% 24.00% 24.00% 24.00% 24.00% 24.00% 24.00% Video on Demand Movies & Events 11.00% 11.00% 11.00% 11.00% 11.00% 11.00% 11.00% 11.00% 11.00% 11.00% Advertising Sales 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% Open 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Open 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Open 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Late Charges 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% Pay Per View Movies 40.00% 40.00% 40.00% 40.00% 40.00% 40.00% 40.00% 40.00% 40.00% 40.00% Pay Per View Channels 6666666666

Commercial Basic 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% Commercial HBO 20.00% 20.00% 20.00% 20.00% 20.00% 20.00% 20.00% 20.00% 20.00% 20.00% Commercial Pay Per View 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 47 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Service Penetration (Cont.)

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Residential Standard High Speed Data - Level 1 0.75% 0.75% 0.75% 0.75% 0.75% 0.75% 0.75% 0.75% 0.75% 0.75% Silver High Speed Data - Level 2 1.95% 3.70% 4.60% 5.50% 6.40% 7.30% 8.20% 9.10% 10.00% 10.90% Gold & Platnimum High Speed Data - Level 3 1.42% 1.42% 1.42% 1.42% 1.42% 1.42% 1.42% 1.42% 1.42% 1.42% High Speed Data - New Installations - New Market 4.12% 5.87% 6.77% 7.67% 8.57% 9.47% 10.37% 11.27% 12.17% 13.07%

High Speed Data - Level 1 - Remarket 0.11% 0.11% 0.21% 0.21% 0.21% 0.21% 0.21% 0.21% 0.21% 0.21% High Speed Data - Level 2 - Remarket 0.29% 0.29% 0.39% 0.39% 0.39% 0.39% 0.39% 0.39% 0.39% 0.39% High Speed Data - Level 3 - Remarket 0.21% 0.21% 0.31% 0.31% 0.31% 0.31% 0.31% 0.31% 0.31% 0.31% High Speed Data - New Installations - Remarket 0.62% 0.62% 0.92% 0.92% 0.92% 0.92% 0.92% 0.92% 0.92% 0.92%

High Speed Data Penetration to Homes Passed 6.44% 13.19% 13.19% 13.20% 13.22% 13.24% 13.28% 13.32% 13.37% 13.43% Residential Modem Rental 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

Commercial Standard Business High Speed Data - Level 1 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% Standard Business High Speed Data - Level 2 0.98% 0.98% 0.98% 0.98% 0.98% 0.98% 0.98% 0.98% 0.98% 0.98% Business Plus High Speed Data - Level 1 1.46% 1.46% 1.46% 1.46% 1.46% 1.46% 1.46% 1.46% 1.46% 1.46% Business Plus High Speed Data - Level 2 1.95% 1.95% 1.95% 1.95% 1.95% 1.95% 1.95% 1.95% 1.95% 1.95% Business Elite High Speed Data - Level 1 2.43% 2.43% 2.43% 2.43% 2.43% 2.43% 2.43% 2.43% 2.43% 2.43% Business Elite High Speed Data - Level 2 2.91% 2.91% 2.91% 2.91% 2.91% 2.91% 2.91% 2.91% 2.91% 2.91% Direct Business High Speed Data - Level 1 3.39% 3.39% 3.39% 3.39% 3.39% 3.39% 3.39% 3.39% 3.39% 3.39% Direct Business High Speed Data - Level 2 3.88% 3.88% 3.88% 3.88% 3.88% 3.88% 3.88% 3.88% 3.88% 3.88% Commercial High Speed Data - New Installations 17.50% 17.50% 17.50% 17.50% 17.50% 17.50% 17.50% 17.50% 17.50% 17.50% Commercial High Speed Data - To Units Passed 17.50% 17.50% 17.50% 17.50% 17.50% 17.50% 17.50% 17.50% 17.50% 17.50%

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 44 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Customer Rate Summary

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Basic $131.40 $131.40 $135.34 $139.40 $143.58 $147.89 $152.33 $156.90 $161.61 $166.45 Expanded Basic $282.60 $282.60 $291.08 $299.81 $308.80 $318.07 $327.61 $337.44 $347.56 $357.99 Business Basic $414.00 $414.00 $426.42 $439.21 $452.39 $465.96 $479.94 $494.34 $509.17 $524.44 Line Maintenance Plan $23.40 $23.40 $24.10 $24.83 $25.57 $26.34 $27.13 $27.94 $28.78 $29.64 Set Top with Remote $12.00 $12.00 $12.36 $12.73 $13.11 $13.51 $13.91 $14.33 $14.76 $15.20 Additional Digital Converter $71.40 $71.40 $73.54 $75.75 $78.02 $80.36 $82.77 $85.26 $87.81 $90.45 HBO Analog Only $143.40 $143.40 $143.40 $147.70 $147.70 $147.70 $152.13 $152.13 $152.13 $156.70 HBO Digital Group $143.40 $143.40 $143.40 $147.70 $147.70 $147.70 $152.13 $152.13 $152.13 $156.70 Cinemax Digital Group $119.40 $119.40 $119.40 $122.98 $122.98 $122.98 $126.67 $126.67 $126.67 $130.47 Showtime Digital Group $131.40 $131.40 $131.40 $135.34 $135.34 $135.34 $139.40 $139.40 $139.40 $143.58 The Movie Channel Digital Group $107.40 $107.40 $107.40 $110.62 $110.62 $110.62 $113.94 $113.94 $113.94 $117.36 Starz/Encore Group $131.40 $131.40 $131.40 $135.34 $135.34 $135.34 $139.40 $139.40 $139.40 $143.58 Encore $71.40 $71.40 $71.40 $73.54 $73.54 $73.54 $75.75 $75.75 $75.75 $78.02 Showtime Digital Combo (Show, TMC, Flix & Sundance $155.40 $155.40 $155.40 $160.06 $160.06 $160.06 $164.86 $164.86 $164.86 $169.81 HBO Digital Group/Cinemax Digital Group $234.00 $234.00 $234.00 $241.02 $241.02 $241.02 $248.25 $248.25 $248.25 $255.70 Digital Basic Tier with Music Choice $131.40 $131.40 $131.40 $135.34 $135.34 $135.34 $139.40 $139.40 $139.40 $143.58 Video on Demand Movies & Events $132.00 $132.00 $132.00 $135.96 $135.96 $135.96 $140.04 $140.04 $140.04 $144.24 Advertising Sales $24.00 $24.00 $24.00 $24.72 $24.72 $24.72 $25.46 $25.46 $25.46 $26.23 Late Charges $35.40 $35.40 $35.40 $36.46 $36.46 $36.46 $37.56 $37.56 $37.56 $38.68 Pay Per View Movies $47.40 $47.40 $47.40 $48.82 $48.82 $48.82 $50.29 $50.29 $50.29 $51.80 Pay Per View Channels 30 30 30 30 30 30 30 30 30 30

Commercial Basic $84.00 $84.00 $84.00 $86.52 $86.52 $86.52 $89.12 $89.12 $89.12 $91.79 Commercial HBO $60.00 $60.00 $60.00 $61.80 $61.80 $61.80 $63.65 $63.65 $63.65 $65.56 Commercial Pay Per View $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 45 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Customer Rate Summary (Cont.)

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Residential Standard High Speed Data - Level 1 $323.40 $323.40 $323.40 $333.10 $333.10 $333.10 $343.10 $343.10 $343.10 $353.39 Silver High Speed Data - Level 2 $419.40 $419.40 $419.40 $431.98 $431.98 $431.98 $444.94 $444.94 $444.94 $458.29 Gold & Platnimum High Speed Data - Level 3 $659.40 $659.40 $659.40 $679.18 $679.18 $679.18 $699.56 $699.56 $699.56 $720.54 Residential Modem Rental $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Residential Service Activation $50.00 $50.00 $50.00 $50.00 $50.00 $50.00 $50.00 $50.00 $50.00 $50.00 Ethernet Card and Installation $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00

Commercial Standard Business High Speed Data - Level 1 $599.40 $599.40 $599.40 $617.38 $617.38 $617.38 $635.90 $635.90 $635.90 $654.98 Standard Business High Speed Data - Level 2 $839.40 $839.40 $839.40 $864.58 $864.58 $864.58 $890.52 $890.52 $890.52 $917.24 Business Plus High Speed Data - Level 1 $1,079.40 $1,079.40 $1,079.40 $1,111.78 $1,111.78 $1,111.78 $1,145.14 $1,145.14 $1,145.14 $1,179.49 Business Plus High Speed Data - Level 2 $1,199.40 $1,199.40 $1,199.40 $1,235.38 $1,235.38 $1,235.38 $1,272.44 $1,272.44 $1,272.44 $1,310.62 Business Elite High Speed Data - Level 1 $1,559.40 $1,559.40 $1,559.40 $1,606.18 $1,606.18 $1,606.18 $1,654.37 $1,654.37 $1,654.37 $1,704.00 Business Elite High Speed Data - Level 2 $2,039.40 $2,039.40 $2,039.40 $2,100.58 $2,100.58 $2,100.58 $2,163.60 $2,163.60 $2,163.60 $2,228.51 Direct Business High Speed Data - Level 1 $2,700.00 $2,700.00 $2,700.00 $2,781.00 $2,781.00 $2,781.00 $2,864.43 $2,864.43 $2,864.43 $2,950.36 Direct Business High Speed Data - Level 2 $5,700.00 $5,700.00 $5,700.00 $5,871.00 $5,871.00 $5,871.00 $6,047.13 $6,047.13 $6,047.13 $6,228.54

Standard Business High Speed Data - Level 1 - Setup $200.00 $200.00 $200.00 $200.00 $200.00 $200.00 $200.00 $200.00 $200.00 $200.00 Standard Business High Speed Data - Level 2 - Setup $225.00 $225.00 $225.00 $225.00 $225.00 $225.00 $225.00 $225.00 $225.00 $225.00 Business Plus High Speed Data - Level 1 - Setup $750.00 $750.00 $750.00 $750.00 $750.00 $750.00 $750.00 $750.00 $750.00 $750.00 Business Plus High Speed Data - Level 2 - Setup $775.00 $775.00 $775.00 $775.00 $775.00 $775.00 $775.00 $775.00 $775.00 $775.00 Business Elite High Speed Data - Level 1 - Setup $1,125.00 $1,125.00 $1,125.00 $1,125.00 $1,125.00 $1,125.00 $1,125.00 $1,125.00 $1,125.00 $1,125.00 Business Elite High Speed Data - Level 2 - Setup $1,150.00 $1,150.00 $1,150.00 $1,150.00 $1,150.00 $1,150.00 $1,150.00 $1,150.00 $1,150.00 $1,150.00 Direct Business High Speed Data - Level 1 - Setup $1,500.00 $1,500.00 $1,500.00 $1,500.00 $1,500.00 $1,500.00 $1,500.00 $1,500.00 $1,500.00 $1,500.00 Direct Business High Speed Data - Level 2 - Setup $1,525.00 $1,525.00 $1,525.00 $1,525.00 $1,525.00 $1,525.00 $1,525.00 $1,525.00 $1,525.00 $1,525.00

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 48 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Average Customer Rate Summary

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Basic $131.40 $131.40 $135.34 $139.40 $143.58 $147.89 $152.33 $156.90 $161.61 $166.45 Expanded Basic $274.12 $274.12 $282.35 $290.82 $299.54 $308.53 $317.78 $327.32 $337.14 $347.25 Business Basic $0.83 $0.83 $0.85 $0.88 $0.90 $0.93 $0.96 $0.99 $1.02 $1.05 Line Maintenance Plan $15.21 $15.21 $15.67 $16.14 $16.62 $17.12 $17.63 $18.16 $18.71 $19.27 Set Top with Remote $0.12 $0.12 $0.12 $0.13 $0.13 $0.14 $0.14 $0.14 $0.15 $0.15 HBO Analog Only $21.51 $21.51 $21.51 $22.16 $22.16 $22.16 $22.82 $22.82 $22.82 $23.50 HBO Digital Group $11.47 $11.47 $11.47 $11.82 $11.82 $11.82 $12.17 $12.17 $12.17 $12.54 Cinemax Digital Group $7.16 $7.16 $7.16 $7.38 $7.38 $7.38 $7.60 $7.60 $7.60 $7.83 Showtime Digital Group $7.88 $7.88 $7.88 $8.12 $8.12 $8.12 $8.36 $8.36 $8.36 $8.62 The Movie Channel Digital Group $5.37 $5.37 $5.37 $5.53 $5.53 $5.53 $5.70 $5.70 $5.70 $5.87 Starz/Encore Group $16.43 $16.43 $16.43 $16.92 $16.92 $16.92 $17.43 $17.43 $17.43 $17.95 Encore $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Showtime Digital Combo (Show, TMC, Flix & Sundance $23.31 $23.31 $23.31 $24.01 $24.01 $24.01 $24.73 $24.73 $24.73 $25.47 HBO Digital Group/Cinemax Digital Group $11.70 $11.70 $11.70 $12.05 $12.05 $12.05 $12.41 $12.41 $12.41 $12.78 Digital Basic Tier with Music Choice $31.54 $31.54 $31.54 $32.48 $32.48 $32.48 $33.46 $33.46 $33.46 $34.46 Video on Demand Movies & Events $14.52 $14.52 $14.52 $14.96 $14.96 $14.96 $15.40 $15.40 $15.40 $15.87 Advertising Sales $24.00 $24.00 $24.00 $24.72 $24.72 $24.72 $25.46 $25.46 $25.46 $26.23 Open $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Open $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Open $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Late Charges $1.77 $1.77 $1.77 $1.82 $1.82 $1.82 $1.88 $1.88 $1.88 $1.93 Pay Per View Movies $18.96 $18.96 $18.96 $19.53 $19.53 $19.53 $20.11 $20.11 $20.11 $20.72

Commercial Basic $84.00 $84.00 $84.00 $86.52 $86.52 $86.52 $89.12 $89.12 $89.12 $91.79 Commercial HBO $12.00 $12.00 $12.00 $12.36 $12.36 $12.36 $12.73 $12.73 $12.73 $13.11 Commercial Pay Per View $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 26 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Customer Revenue

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Basic $102,191 $357,614 $372,763 $388,553 $405,013 $422,169 $440,052 $458,693 $478,123 $498,376 Expanded Basic $213,186 $746,041 $777,645 $810,586 $844,923 $880,714 $918,021 $956,908 $997,443 $1,039,694 Business Basic $644 $2,253 $2,349 $2,448 $2,552 $2,660 $2,773 $2,890 $3,013 $3,140 Line Maintenance Plan $11,829 $41,395 $43,149 $44,976 $46,882 $48,867 $50,938 $53,095 $55,344 $57,689 Set Top with Remote $93 $327 $340 $355 $370 $386 $402 $419 $437 $455 HBO Analog Only $16,728 $58,541 $59,244 $61,753 $62,494 $63,244 $65,923 $66,714 $67,515 $70,375 HBO Digital Group $8,922 $31,222 $31,597 $32,935 $33,330 $33,730 $35,159 $35,581 $36,008 $37,533 Cinemax Digital Group $5,571 $19,497 $19,731 $20,567 $20,814 $21,064 $21,956 $22,219 $22,486 $23,439 Showtime Digital Group $6,131 $21,457 $21,714 $22,634 $22,906 $23,181 $24,163 $24,453 $24,746 $25,794 The Movie Channel Digital Group $4,176 $14,615 $14,790 $15,417 $15,602 $15,789 $16,458 $16,655 $16,855 $17,569 Starz/Encore Group $12,774 $44,702 $45,238 $47,155 $47,720 $48,293 $50,339 $50,943 $51,554 $53,738 Encore $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Showtime Digital Combo (Show, TMC, Flix & Sundance $18,128 $63,440 $64,201 $66,921 $67,724 $68,536 $71,440 $72,297 $73,164 $76,264 HBO Digital Group/Cinemax Digital Group $9,099 $31,842 $32,225 $33,590 $33,993 $34,401 $35,858 $36,288 $36,723 $38,279 Digital Basic Tier with Music Choice $24,526 $85,827 $86,857 $90,537 $91,623 $92,723 $96,650 $97,810 $98,984 $103,177 Video on Demand Movies & Events $11,292 $39,517 $39,991 $41,685 $42,186 $42,692 $44,500 $45,034 $45,575 $47,505 Advertising Sales $18,665 $65,318 $66,102 $68,902 $69,728 $70,565 $73,554 $74,437 $75,330 $78,521 Open $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Open $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Open $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Late Charges $1,377 $4,817 $4,875 $5,081 $5,142 $5,204 $5,425 $5,490 $5,556 $5,791 Pay Per View Movies $14,745 $51,601 $52,220 $54,432 $55,085 $55,746 $58,108 $58,805 $59,511 $62,032 Total Basic Customer Revenue $483,966 $1,693,627 $1,749,211 $1,823,307 $1,883,492 $1,946,022 $2,028,455 $2,096,179 $2,166,553 $2,258,328 Franchise Fees $24,198 $84,681 $87,461 $91,165 $94,175 $97,301 $101,423 $104,809 $108,328 $112,916 FCC Regulatory Fee $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Sales Tax $29,038 $101,618 $104,953 $109,398 $113,010 $116,761 $121,707 $125,771 $129,993 $135,500 Gross Basic Customer Revenue $537,202 $1,879,926 $1,941,624 $2,023,871 $2,090,676 $2,160,084 $2,251,585 $2,326,758 $2,404,874 $2,506,744

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 39 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Residential High Speed Data Revenue and Expenses

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Revenue Standard High Speed Data - Level 1 $7,713 $46,475 $63,372 $67,040 $68,768 $70,462 $74,288 $75,971 $77,625 $81,633 Silver High Speed Data - Level 2 $26,007 $156,995 $212,221 $220,532 $222,901 $225,678 $235,716 $239,379 $243,423 $255,274 Gold & Platnimum High Speed Data - Level 3 $29,671 $178,784 $241,543 $251,082 $253,445 $255,874 $266,121 $268,758 $271,460 $282,452 Residential Modem Rental $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Recurring High Speed Data Revenue $63,390 $382,254 $517,135 $538,654 $545,114 $552,015 $576,126 $584,107 $592,509 $619,360 Franchise Fees $3,170 $19,113 $25,857 $26,933 $27,256 $27,601 $28,806 $29,205 $29,625 $30,968 Sales Tax $3,803 $22,935 $31,028 $32,319 $32,707 $33,121 $34,568 $35,046 $35,551 $37,162 High Speed Data Installation Revenue $26,087 $29,917 $4,064 $4,157 $4,251 $4,347 $4,445 $4,545 $4,646 $4,749 Total Residential High Speed Data Revenue $96,450 $454,219 $578,084 $602,063 $609,328 $617,084 $643,945 $652,904 $662,331 $692,239

Expense Salaries - Technical $36,563 $50,213 $50,213 $51,675 $53,138 $54,732 $56,374 $58,065 $59,807 $61,601 Payroll Taxes $5,963 $8,190 $8,190 $8,428 $8,667 $8,927 $9,195 $9,470 $9,754 $10,047 Benefits $18,647 $25,608 $25,608 $26,354 $27,100 $27,913 $28,751 $29,613 $30,501 $31,416 Vehicles $6,413 $8,807 $9,071 $9,343 $9,623 $9,912 $10,209 $10,515 $10,831 $11,156 Mobile Communications $2,700 $3,708 $3,819 $3,934 $4,052 $4,173 $4,299 $4,428 $4,560 $4,697 Office Expenses $2,400 $2,472 $2,546 $2,623 $2,701 $2,782 $2,866 $2,952 $3,040 $3,131 Miscellaneous $3,000 $3,090 $3,183 $3,278 $3,377 $3,478 $3,582 $3,690 $3,800 $3,914 Franchise Fees $3,170 $19,113 $25,857 $26,933 $27,256 $27,601 $28,806 $29,205 $29,625 $30,968 Sales Tax $3,803 $22,935 $31,028 $32,319 $32,707 $33,121 $34,568 $35,046 $35,551 $37,162 Help Desk Support $6,281 $37,880 $51,277 $51,910 $52,589 $53,314 $54,082 $54,893 $55,747 $56,641 High Speed Data/Telecommunications Circuits - T-1 $2,975 $20,973 $32,815 $32,815 $32,815 $32,815 $32,815 $32,815 $32,815 $32,815 Total Other Services Expense $91,914 $202,988 $243,607 $249,612 $254,024 $258,767 $265,545 $270,693 $276,032 $283,549

Total Other Services Cash Flow $4,536 $251,231 $334,478 $352,451 $355,304 $358,317 $378,400 $382,211 $386,298 $408,690

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 31 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Commercial Video and High Speed Data Revenue & Expenses

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Revenue Commercial Basic $2,322 $8,127 $8,225 $8,573 $8,676 $8,780 $9,152 $9,262 $9,373 $9,770 Commercial HBO $332 $1,161 $1,175 $1,225 $1,239 $1,254 $1,307 $1,323 $1,339 $1,396 Commercial Pay Per View $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Commercial High Speed Data $254,460 $890,478 $901,167 $939,340 $950,612 $962,019 $1,002,771 $1,014,804 $1,026,981 $1,070,484 Total Commercial Revenue $257,115 $899,766 $910,566 $949,138 $960,527 $972,054 $1,013,230 $1,025,389 $1,037,693 $1,081,650 Franchise Fees $12,856 $44,988 $45,528 $47,457 $48,026 $48,603 $50,661 $51,269 $51,885 $54,083 Sales Tax $15,427 $53,986 $54,634 $56,948 $57,632 $58,323 $60,794 $61,523 $62,262 $64,899 FCC Regulatory Fee $3 $12 $12 $12 $12 $11 $11 $11 $11 $11 Total Gross Commercial Recurring Revenue $285,397 $998,741 $1,010,740 $1,053,555 $1,066,197 $1,078,991 $1,124,697 $1,138,193 $1,151,851 $1,200,643

Standard Business High Speed Data - Level 1 - Setup $1,925 $21 $23 $24 $24 $24 $25 $25 $25 $25 Standard Business High Speed Data - Level 2 - Setup $4,255 $47 $52 $52 $53 $54 $54 $55 $55 $56 Business Plus High Speed Data - Level 1 - Setup $21,147 $234 $257 $260 $263 $266 $269 $272 $276 $279 Business Plus High Speed Data - Level 2 - Setup $29,047 $321 $352 $357 $361 $365 $370 $374 $379 $383 Business Elite High Speed Data - Level 1 - Setup $52,611 $582 $638 $646 $654 $662 $670 $678 $686 $694 Business Elite High Speed Data - Level 2 - Setup $64,457 $713 $782 $791 $801 $811 $820 $830 $840 $850 Direct Business High Speed Data - Level 1 - Setup $98,002 $1,083 $1,189 $1,203 $1,218 $1,232 $1,247 $1,262 $1,277 $1,293 Direct Business High Speed Data - Level 2 - Setup $113,794 $1,258 $1,381 $1,397 $1,414 $1,431 $1,448 $1,465 $1,483 $1,501 Commercial High Speed Data Install Revenue $385,238 $4,259 $4,674 $4,730 $4,787 $4,844 $4,902 $4,961 $5,021 $5,081 Gross Commercial Revenue $670,635 $1,002,999 $1,015,414 $1,058,285 $1,070,984 $1,083,835 $1,129,599 $1,143,154 $1,156,871 $1,205,724

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 32 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Commercial Revenue & Expenses (Cont.)

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Programming Expenses Commercial Basic $892 $3,214 $3,350 $3,492 $3,640 $3,794 $3,954 $4,122 $4,296 $4,478 Commercial HBO $534 $1,924 $2,006 $2,091 $2,179 $2,271 $2,368 $2,468 $2,572 $2,681 Commercial Pay Per View $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Guide Channel $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Programming Expenses $1,425 $5,138 $5,355 $5,582 $5,819 $6,065 $6,322 $6,590 $6,869 $7,160

G & A Expenses Salaries $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Commissions $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Payroll & Benefits $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Marketing Materials $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Hotel Commissions $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Maintenance & Repairs $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Vehicle Expense $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 General & Administration $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 System Power $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Communications $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Copyright Fees $1 $4 $4 $4 $4 $4 $4 $5 $5 $5 Franchise Fees $12,856 $44,988 $45,528 $47,457 $48,026 $48,603 $50,661 $51,269 $51,885 $54,083 Sales Tax $15,427 $53,986 $54,634 $56,948 $57,632 $58,323 $60,794 $61,523 $62,262 $64,899 FCC Regulatory Fee $3 $12 $12 $12 $12 $11 $11 $11 $11 $11 High Speed Data $29,060 $73,738 $66,715 $66,733 $76,266 $76,248 $76,213 $76,162 $76,097 $76,018 Help Desk Support $9,291 $32,514 $32,904 $33,299 $33,699 $34,103 $34,512 $34,926 $35,345 $35,770 Miscellaneous $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Commercial Expenses $66,638 $205,241 $199,797 $204,453 $215,638 $217,293 $222,196 $223,897 $225,604 $230,785

Commercial Operating Income $602,572 $792,620 $810,262 $848,250 $849,527 $860,478 $901,081 $912,667 $924,398 $967,779

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 33 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Telecommunications Revenue & Expenses

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Telecommunications Revenue Local Service Revenue $526,201 $1,950,305 $2,010,041 $2,110,796 $2,216,825 $2,327,627 $2,444,351 $2,566,839 $2,694,431 $2,829,598 Vertical Service Revenues $19,833 $73,421 $75,682 $79,462 $83,495 $87,670 $92,042 $96,698 $101,465 $106,571 Non-Recurring Charge Revenue $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Interstate Access Revenue $6,122 $22,614 $23,332 $24,500 $25,720 $27,014 $28,324 $29,742 $31,234 $32,816 Intrastate Access Revenue $466 $1,720 $1,774 $1,862 $1,954 $2,054 $2,152 $2,260 $2,374 $2,494 Interstate Toll Revenue $11,133 $41,127 $42,420 $44,544 $46,764 $49,116 $51,498 $54,078 $56,790 $59,664 Intrastate Toll Revenue $11,133 $41,127 $42,420 $44,544 $46,764 $49,116 $51,498 $54,078 $56,790 $59,664 Voice Mail Revenue $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 DS1 Data Revenue $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Wholesale Transport Revenue $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Operator Revenue $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Directory Assistance Revenue $1,861 $6,849 $7,058 $7,412 $7,785 $8,174 $8,584 $9,014 $9,461 $9,936 Yellow Page Revenue $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Universal Service Payments $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Telecommunications Revenue $576,749 $2,137,163 $2,202,727 $2,313,120 $2,429,307 $2,550,771 $2,678,449 $2,812,709 $2,952,545 $3,100,743 Franchise Fee $28,837 $106,858 $110,136 $115,656 $121,465 $127,539 $133,922 $140,635 $147,627 $155,037 Sales Tax $34,605 $128,230 $132,164 $138,787 $145,758 $153,046 $160,707 $168,763 $177,153 $186,045 Telecommunications Tax $35,405 $102,002 $106,304 $111,602 $117,119 $122,832 $128,783 $134,980 $141,385 $148,109 Less Bad Debt ($6,252) ($23,169) ($23,880) ($25,076) ($26,336) ($27,653) ($29,037) ($30,492) ($32,008) ($33,615) Net Telecommunications Revenue $669,344 $2,451,084 $2,527,452 $2,654,089 $2,787,314 $2,926,535 $3,072,824 $3,226,595 $3,386,702 $3,556,319

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 34 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Telecommunications Revenue & Expenses (Cont.)

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Cost of Goods Sold Wholesale Long Distance $9,794 $36,184 $37,330 $39,198 $41,152 $43,222 $45,318 $47,588 $49,976 $52,504 Operator Services $744 $2,739 $2,823 $2,965 $3,114 $3,270 $3,434 $3,605 $3,785 $3,974 Switching $18,000 $18,000 $18,000 $18,000 $18,000 $18,000 $18,000 $18,000 $18,000 $18,000 Total Cost of Goods Sold $28,538 $56,923 $58,153 $60,163 $62,266 $64,492 $66,752 $69,193 $71,761 $74,478

Facility Based Engineering Salary & Wages $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Switching Salary & Wages $31,063 $63,990 $65,909 $67,887 $69,923 $72,021 $74,182 $76,407 $78,699 $81,060 Field Services Salary & Wages $35,970 $111,146 $114,480 $117,915 $121,452 $125,096 $128,849 $132,714 $136,696 $140,797 Customer Provisioning Salary & Wages $28,665 $47,978 $49,417 $50,900 $52,427 $54,000 $55,620 $57,288 $59,007 $60,777 Benefits and Taxes $33,494 $78,090 $80,433 $82,846 $85,331 $87,891 $90,528 $93,243 $96,041 $98,922 Vehicle Expense $12,350 $28,500 $28,500 $28,500 $28,500 $28,500 $28,500 $28,500 $28,500 $28,500 Tools & Equipment $1,400 $3,600 $3,600 $3,600 $3,600 $3,600 $3,600 $3,600 $3,600 $3,600 Network Occupancy $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Computer $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Switching Expense $11,428 $36,526 $38,556 $40,488 $42,516 $44,640 $46,884 $49,212 $51,684 $54,240 Access Node Expense $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Network Maintenance $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Trunk Expense $17,080 $64,992 $34,992 $34,992 $34,992 $34,992 $34,992 $34,992 $34,992 $34,992 Number Portability $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Local Interconnection $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Internet Transport $19,200 $28,800 $8,000 $8,000 $8,000 $8,000 $8,000 $8,000 $8,000 $8,000 Engineering $20,451 $21,012 $21,642 $22,292 $22,960 $23,649 $24,359 $25,089 $25,842 $26,617 Total Facility Based $211,101 $484,634 $445,530 $457,419 $469,702 $482,389 $495,512 $509,046 $523,061 $537,505

Sales & Marketing and Customer Operations Sales & Marketing Salary, Wages & Commissions $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Sales & Marketing Commissions $64,978 $718 $3,285 $3,449 $3,622 $3,803 $3,993 $4,192 $4,402 $4,622 Benefits and Taxes $22,742 $251 $1,150 $1,207 $1,268 $1,331 $1,397 $1,467 $1,541 $1,618 Customer Operations Salary & Wages $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Advertising & Marketing $6,000 $6,000 $6,180 $6,365 $6,556 $6,753 $6,956 $7,164 $7,379 $7,601 Billing $9,388 $25,630 $26,436 $27,629 $28,852 $30,201 $31,556 $32,988 $34,499 $36,065 Total Commercial & Marketing $103,109 $32,600 $37,051 $38,651 $40,298 $42,088 $43,901 $45,812 $47,821 $49,905

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 35 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Telecommunications Revenue & Expenses (Cont.)

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

General & Administrative Executive Administration Salary & Wages $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Operations Salary & Wages $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Benefits and Taxes $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Travel $2,400 $2,472 $2,546 $2,623 $2,701 $2,782 $2,866 $2,952 $3,040 $3,131 Audit Fees and Accounting $18,000 $18,540 $19,096 $19,669 $20,259 $20,867 $21,493 $22,138 $22,802 $23,486 Occupancy Expense $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Telecommunications Expense $2,400 $2,472 $2,546 $2,623 $2,701 $2,782 $2,866 $2,952 $3,040 $3,131 Property Insurance $1,800 $1,854 $1,910 $1,967 $2,026 $2,087 $2,149 $2,214 $2,280 $2,349 Liability Insurance $1,800 $1,854 $1,910 $1,967 $2,026 $2,087 $2,149 $2,214 $2,280 $2,349 General Expense $1,200 $1,236 $1,273 $1,311 $1,351 $1,391 $1,433 $1,476 $1,520 $1,566 Corporate Services $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 General Accounting $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Human Resources $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Legal Expense $18,000 $18,000 $18,900 $19,845 $20,837 $21,879 $22,973 $24,122 $25,328 $26,594 Consultants $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Other Gen & Admin $5,300 $5,600 $5,880 $6,174 $6,483 $6,807 $7,147 $7,505 $7,880 $8,274 Total Administrative $50,900 $52,028 $54,061 $56,178 $58,384 $60,682 $63,076 $65,571 $68,170 $70,880 Franchise Fees $28,837 $106,858 $110,136 $115,656 $121,465 $127,539 $133,922 $140,635 $147,627 $155,037 Sales Tax $34,605 $128,230 $132,164 $138,787 $145,758 $153,046 $160,707 $168,763 $177,153 $186,045 Telecommunications Tax $35,405 $102,002 $106,304 $111,602 $117,119 $122,832 $128,783 $134,980 $141,385 $148,109 Reimbursement $40,162 $91,724 $95,570 $98,126 $99,980 $101,876 $104,609 $106,586 $108,617 $111,527 Total Telecommunications Expenses $532,657 $1,054,998 $1,038,968 $1,076,582 $1,114,972 $1,154,943 $1,197,263 $1,240,587 $1,285,595 $1,333,487

Total Telecommunications Operating Income $136,686 $1,396,086 $1,488,483 $1,577,508 $1,672,342 $1,771,592 $1,875,562 $1,986,008 $2,101,107 $2,222,832

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 36 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Broadband Services Salary and Wage Variables Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Operations Management Vice President Operations $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Director of Operations $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Executive Expenses $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Engineering Engineers $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Technician $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Engineering Total $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Switching Switch Manager $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Switch Technicians $27,011 $55,643 $57,312 $59,032 $60,803 $62,627 $64,506 $66,441 $68,434 $70,487 Overtime $4,052 $8,346 $8,597 $8,855 $9,120 $9,394 $9,676 $9,966 $10,265 $10,573 Switch Total $31,063 $63,990 $65,909 $67,887 $69,923 $72,021 $74,182 $76,407 $78,699 $81,060 Field Services Supervisor $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Field Techs $31,278 $96,649 $99,548 $102,535 $105,611 $108,779 $112,042 $115,404 $118,866 $122,432 Overtime $4,692 $14,497 $14,932 $15,380 $15,842 $16,317 $16,806 $17,311 $17,830 $18,365 Field Services Total $35,970 $111,146 $114,480 $117,915 $121,452 $125,096 $128,849 $132,714 $136,696 $140,797 Customer Provisioning Supervisor $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Customer Provisioning Reps $17,916 $36,906 $38,013 $39,154 $40,328 $41,538 $42,784 $44,068 $45,390 $46,752 Overtime $10,749 $11,072 $11,404 $11,746 $12,099 $12,461 $12,835 $13,220 $13,617 $14,025 Customer Provisioning Total $28,665 $47,978 $49,417 $50,900 $52,427 $54,000 $55,620 $57,288 $59,007 $60,777 Sales & Marketing Director $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 SAM's $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 AM's $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Tech Consultant $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Marketing Specialist $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Bridge payments $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Sales & Marketing $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Customer Operations Manager $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Specialist $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Customer Operations $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Executive Administration Senior Vice President $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Financial Manager $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Administration $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Salaries & Wages $95,698 $223,114 $229,807 $236,701 $243,802 $251,117 $258,650 $266,410 $274,402 $282,634 Commissions $64,978 $718 $3,285 $3,449 $3,622 $3,803 $3,993 $4,192 $4,402 $4,622 Broadband Services Total Salaries, Wages & Commissio $160,676 $223,832 $233,092 $240,151 $247,424 $254,919 $262,643 $270,602 $278,804 $287,256

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 37 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Broadband Servies Salary and Wage Variables (Cont.)

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Network operations Vp Operations $160,800 $165,624 $170,593 $175,711 $180,982 $186,411 $192,004 $197,764 $203,697 $209,808 Director $100,800 $103,824 $106,939 $110,147 $113,451 $116,855 $120,360 $123,971 $127,690 $131,521 Engineers $65,496 $67,461 $69,485 $71,570 $73,717 $75,928 $78,206 $80,552 $82,969 $85,458 Technician $45,000 $45,113 $46,466 $47,860 $49,296 $50,775 $52,298 $53,867 $55,483 $57,147

Switch Mngr $85,470 $88,034 $90,675 $93,395 $96,197 $99,083 $102,056 $105,117 $108,271 $111,519 Switch Techs $54,023 $55,643 $57,312 $59,032 $60,803 $62,627 $64,506 $66,441 $68,434 $70,487 Overtime $8,103 $8,346 $8,597 $8,855 $9,120 $9,394 $9,676 $9,966 $10,265 $10,573 Total switching

Supervisor $65,835 $67,810 $69,844 $71,940 $74,098 $76,321 $78,610 $80,969 $83,398 $85,900 Field Techs $46,917 $48,324 $49,774 $51,267 $52,805 $54,390 $56,021 $57,702 $59,433 $61,216 Overtime $7,038 $7,249 $7,466 $7,690 $7,921 $8,158 $8,403 $8,655 $8,915 $9,182 Total Field Services

Supervisor $47,959 $49,398 $50,879 $52,406 $53,978 $55,597 $57,265 $58,983 $60,753 $62,575 Reps $35,831 $36,906 $38,013 $39,154 $40,328 $41,538 $42,784 $44,068 $45,390 $46,752 Overtime $5,375 $5,536 $5,702 $5,873 $6,049 $6,231 $6,418 $6,610 $6,808 $7,013 Total Provisioning

Sales & Marketing Director $141,300 $145,539 $149,905 $154,402 $159,034 $163,805 $168,720 $173,781 $178,995 $184,364 Sr Acct Mngr $65,625 $67,594 $69,622 $71,710 $73,862 $76,077 $78,360 $80,710 $83,132 $85,626 Acct Mngr $42,000 $43,260 $44,558 $45,895 $47,271 $48,690 $50,150 $51,655 $53,204 $54,800 Tech Consult $68,250 $70,298 $72,406 $74,579 $76,816 $79,120 $81,494 $83,939 $86,457 $89,051 Specialist $42,000 $43,260 $44,558 $45,895 $47,271 $48,690 $50,150 $51,655 $53,204 $54,800 Bridge Payments $36,000 $37,080 $38,192 $39,338 $40,518 $41,734 $42,986 $44,275 $45,604 $46,972

Customer Operations Manager $72,000 $74,160 $76,385 $78,676 $81,037 $83,468 $85,972 $88,551 $91,207 $93,944 Specialist $35,000 $36,050 $37,132 $38,245 $39,393 $40,575 $41,792 $43,046 $44,337 $45,667

Administration Sr VP $179,800 $185,194 $190,750 $196,472 $202,366 $208,437 $214,691 $221,131 $227,765 $234,598 Fin Mngr $66,000 $67,980 $70,019 $72,120 $74,284 $76,512 $78,807 $81,172 $83,607 $86,115

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 38 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Broadband Service Staffing

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Telecommunications Service Employees Switch Techs 1111111111 Field Techs 1222222222 Provisioning Reps 1111111111 Total Telecommunications Employees 4555555555

Cable Service Employees General Managers 0000000000 Office Manager 0000000000 MIS Director 0000000000 Customer Service Representatives 2222222222 Support Staff 1111111111 Technical Manager (s) 1111111111 Headend Technicians 1111111111 Construction Manager/Plant Manager 1111111111 Broadband Service Technicians 2222222222 Installer/Service Technician 2222222222 Contract Installers 4111111111 Marketing and Sales Manager 1111111111 Contract Field Representatives 3011111111 Total 18 12 14 14 14 14 14 14 14 14

Total Telecommunications and Cable Service Employees 22 17 19 19 19 19 19 19 19 19

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 49 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Program. Exp. Per Channel - Residential

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Limited Basic Headline News $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WBBM (2) CBS Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WGN (9) Chicago Local Off-Air $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WFLD (32) Fox Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WMAQ (5) Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WCIU (26) IND Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Local Community Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WLS (7) ABC Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WPWR (50) UPN Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WTTW (11) PBS Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WCPX (38) PAX Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 TV Guide Channel $1.20 $1.24 $1.27 $1.31 $1.35 $1.39 $1.43 $1.48 $1.52 $1.57 WGBO (66) Univision Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WSNS (44) Telemundo Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WYCC (22) PBS Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 TBS $3.36 $3.46 $3.56 $3.67 $3.78 $3.90 $4.01 $4.13 $4.26 $4.38 Local Govt/Educational/Public Access Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Total Limited Basic $4.56 $4.70 $4.84 $4.98 $5.13 $5.29 $5.44 $5.61 $5.78 $5.95

Standard Basic A & E $2.82 $2.90 $2.99 $3.08 $3.17 $3.27 $3.37 $3.47 $3.57 $3.68 American Movie Classics $3.06 $3.15 $3.25 $3.34 $3.44 $3.55 $3.65 $3.76 $3.88 $3.99 American's Health Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 America's Talking $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 America's Voice Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Animal Planet $1.84 $1.89 $1.95 $2.01 $2.07 $2.13 $2.19 $2.26 $2.33 $2.40 BET $1.80 $1.85 $1.91 $1.97 $2.03 $2.09 $2.15 $2.21 $2.28 $2.35 BET On Jazz $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Bloomberg Television $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Bravo $1.95 $2.01 $2.07 $2.13 $2.19 $2.26 $2.33 $2.40 $2.47 $2.54 Cable In the Classroom $0.04 $0.04 $0.05 $0.05 $0.05 $0.05 $0.05 $0.05 $0.05 $0.06 Cartoon Network $1.52 $1.57 $1.62 $1.67 $1.72 $1.77 $1.82 $1.87 $1.93 $1.99 CMTV $1.20 $1.24 $1.27 $1.31 $1.35 $1.39 $1.43 $1.48 $1.52 $1.57 CNBC $2.52 $2.60 $2.67 $2.75 $2.84 $2.92 $3.01 $3.10 $3.19 $3.29 CNN $4.60 $4.73 $4.88 $5.02 $5.17 $5.33 $5.49 $5.65 $5.82 $6.00

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 50 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Program. Exp. Per Channel - Residential

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Standard Basic (Cont.) CNNfn $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 CNNSI $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Comedy Central $1.98 $2.04 $2.10 $2.16 $2.23 $2.30 $2.36 $2.44 $2.51 $2.58 Court TV $1.68 $1.73 $1.78 $1.84 $1.89 $1.95 $2.01 $2.07 $2.13 $2.19 C-Span $0.72 $0.74 $0.76 $0.79 $0.81 $0.83 $0.86 $0.89 $0.91 $0.94 C-Span 2 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Discovery $3.79 $3.91 $4.02 $4.14 $4.27 $4.40 $4.53 $4.66 $4.80 $4.95 Disney $10.20 $10.51 $10.82 $11.15 $11.48 $11.82 $12.18 $12.54 $12.92 $13.31 Do It Yourself Network $0.72 $0.74 $0.76 $0.79 $0.81 $0.83 $0.86 $0.89 $0.91 $0.94 E! Entertainment $1.68 $1.73 $1.78 $1.84 $1.89 $1.95 $2.01 $2.07 $2.13 $2.19 Encore $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Encore MoviePlex $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 ESPN $21.76 $22.41 $23.08 $23.77 $24.49 $25.22 $25.98 $26.76 $27.56 $28.39 ESPN 2 $4.50 $4.64 $4.77 $4.92 $5.06 $5.22 $5.37 $5.53 $5.70 $5.87 ESPN News $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 ESPN Classic Sports $1.80 $1.85 $1.91 $1.97 $2.03 $2.09 $2.15 $2.21 $2.28 $2.35 EWTN $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Fit TV $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 ABC Family Channel $2.20 $2.26 $2.33 $2.40 $2.47 $2.55 $2.62 $2.70 $2.78 $2.87 Food Network $1.02 $1.05 $1.08 $1.11 $1.15 $1.18 $1.22 $1.25 $1.29 $1.33 Fox News $2.65 $2.73 $2.81 $2.89 $2.98 $3.07 $3.16 $3.25 $3.35 $3.45 fX $3.58 $3.68 $3.79 $3.91 $4.02 $4.15 $4.27 $4.40 $4.53 $4.67 fX Movies (no fX in system) $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Game Show Network $1.32 $1.36 $1.40 $1.44 $1.49 $1.53 $1.58 $1.62 $1.67 $1.72 Golf Channel $2.52 $2.60 $2.67 $2.75 $2.84 $2.92 $3.01 $3.10 $3.19 $3.29 Great American Country $0.42 $0.43 $0.45 $0.46 $0.47 $0.49 $0.50 $0.52 $0.53 $0.55 Headline News (Free with CNN) $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 History Channel $2.16 $2.22 $2.29 $2.36 $2.43 $2.50 $2.58 $2.66 $2.74 $2.82 Home & Garden TV $1.80 $1.85 $1.91 $1.97 $2.03 $2.09 $2.15 $2.21 $2.28 $2.35 Home Shopping Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Independent Film Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 International Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Inspirational Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Lifetime Movie Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Open $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 51 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Program. Exp. Per Channel - Residential

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Standard Basic (Cont.) Learning Channel $1.93 $1.66 $2.05 $2.11 $2.17 $2.24 $2.31 $2.38 $2.45 $2.52 Lifetime $3.48 $2.99 $3.69 $3.80 $3.92 $4.03 $4.16 $4.28 $4.41 $4.54 Military Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 MSNBC $1.56 $1.34 $1.66 $1.70 $1.76 $1.81 $1.86 $1.92 $1.98 $2.04 MTV $3.54 $3.65 $3.76 $3.87 $3.98 $4.10 $4.23 $4.35 $4.48 $4.62 Much Music $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 NASA TV $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 The National Network $3.72 $3.83 $3.95 $4.06 $4.19 $4.31 $4.44 $4.58 $4.71 $4.85 NET $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Newsport $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Nickelodeon $5.08 $5.23 $5.39 $5.55 $5.71 $5.88 $6.06 $6.24 $6.43 $6.62 Nostalgia $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Hallmark Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Outdoor Life Network $2.05 $2.11 $2.18 $2.24 $2.31 $2.38 $2.45 $2.52 $2.60 $2.68 The Outdoor Channel $0.86 $0.89 $0.92 $0.94 $0.97 $1.00 $1.03 $1.06 $1.09 $1.13 Ovation $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Oxygen $2.60 $2.68 $2.76 $2.85 $2.93 $3.02 $3.11 $3.20 $3.30 $3.40 Pax Family Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Product Information Network (PIN) $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 QVC $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Women's Entertainment (formerly Romance Classics) $1.68 $1.73 $1.78 $1.84 $1.89 $1.95 $2.01 $2.07 $2.13 $2.19 Sci-Fi Network $1.92 $1.98 $2.04 $2.10 $2.16 $2.23 $2.29 $2.36 $2.43 $2.51 Speed Channel $2.05 $2.11 $2.18 $2.24 $2.31 $2.38 $2.45 $2.52 $2.60 $2.68 Fox Sports Midwest $9.00 $9.27 $9.55 $9.83 $10.13 $10.43 $10.75 $11.07 $11.40 $11.74 Style $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 TBN $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 TBS $3.36 $3.46 $3.56 $3.67 $3.78 $3.90 $4.01 $4.13 $4.26 $4.38 TNT $8.64 $8.90 $9.17 $9.44 $9.72 $10.02 $10.32 $10.63 $10.94 $11.27 Toon Disney $1.08 $1.11 $1.15 $1.18 $1.22 $1.25 $1.29 $1.33 $1.37 $1.41 Travel Channel $0.84 $0.87 $0.89 $0.92 $0.95 $0.97 $1.00 $1.03 $1.06 $1.10 Turner Classic Movies $2.64 $2.72 $2.80 $2.88 $2.97 $3.06 $3.15 $3.25 $3.34 $3.44 Turner South $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Tech TV $0.84 $0.87 $0.89 $0.92 $0.95 $0.97 $1.00 $1.03 $1.06 $1.10 TV Land $1.20 $1.24 $1.27 $1.31 $1.35 $1.39 $1.43 $1.48 $1.52 $1.57 USA Network $4.80 $4.94 $5.09 $5.25 $5.40 $5.56 $5.73 $5.90 $6.08 $6.26

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 52 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Program. Exp. Per Channel - Residential

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Standard Basic (Cont.) VH-1 $1.56 $1.61 $1.66 $1.70 $1.76 $1.81 $1.86 $1.92 $1.98 $2.04 Weather Channel $1.87 $1.93 $1.99 $2.05 $2.11 $2.17 $2.24 $2.30 $2.37 $2.44 WeatherScan $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 SoapNet $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 National Geographic Channel $1.80 $1.85 $1.91 $1.97 $2.03 $2.09 $2.15 $2.21 $2.28 $2.35 Fine Living $1.32 $1.36 $1.40 $1.44 $1.49 $1.53 $1.58 $1.62 $1.67 $1.72 Galavision $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Biography (Includes History International) $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Annual Adjustment $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Total Standard Basic $157.27 $160.79 $166.84 $171.85 $177.00 $182.31 $187.78 $193.42 $199.22 $205.20

Digital Tier Discovery Kids $0.96 $0.99 $1.02 $1.05 $1.08 $1.11 $1.15 $1.18 $1.22 $1.25 Discovery Science $0.96 $0.99 $1.02 $1.05 $1.08 $1.11 $1.15 $1.18 $1.22 $1.25 Discovery Home & Leisure $0.96 $0.99 $1.02 $1.05 $1.08 $1.11 $1.15 $1.18 $1.22 $1.25 Discovery Health $0.36 $0.37 $0.38 $0.39 $0.41 $0.42 $0.43 $0.44 $0.46 $0.47 Discovery Civilization $0.36 $0.37 $0.38 $0.39 $0.41 $0.42 $0.43 $0.44 $0.46 $0.47 Discovery People $0.36 $0.37 $0.38 $0.39 $0.41 $0.42 $0.43 $0.44 $0.46 $0.47 BBC America (Free with The Discovery Channel) $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Much Music $1.50 $1.55 $1.59 $1.64 $1.69 $1.74 $1.79 $1.84 $1.90 $1.96 Nick 2 $1.20 $1.24 $1.27 $1.31 $1.35 $1.39 $1.43 $1.48 $1.52 $1.57 Noggin $1.20 $1.24 $1.27 $1.31 $1.35 $1.39 $1.43 $1.48 $1.52 $1.57 Nick Games & Sports $1.20 $1.24 $1.27 $1.31 $1.35 $1.39 $1.43 $1.48 $1.52 $1.57 WAM! $3.35 $3.45 $3.55 $3.66 $3.77 $3.88 $4.00 $4.12 $4.24 $4.37 Boomerang $0.36 $0.37 $0.38 $0.39 $0.41 $0.42 $0.43 $0.44 $0.46 $0.47 CNN fn $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Fox Sportsworld $2.16 $2.22 $2.29 $2.36 $2.43 $2.50 $2.58 $2.66 $2.74 $2.82 Outdoor Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 MTV 2 $1.56 $1.61 $1.66 $1.70 $1.76 $1.81 $1.86 $1.92 $1.98 $2.04 MTV X Generation $1.56 $1.61 $1.66 $1.70 $1.76 $1.81 $1.86 $1.92 $1.98 $2.04 BET on Jazz $1.02 $1.05 $1.08 $1.11 $1.15 $1.18 $1.22 $1.25 $1.29 $1.33 BET Gospel $1.02 $1.05 $1.08 $1.11 $1.15 $1.18 $1.22 $1.25 $1.29 $1.33 Wisdom Network $1.20 $1.24 $1.27 $1.31 $1.35 $1.39 $1.43 $1.48 $1.52 $1.57 FamilyNet $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Bloomberg $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Lifetime Movie Network $1.80 $1.85 $1.91 $1.97 $2.03 $2.09 $2.15 $2.21 $2.28 $2.35 Independent Film Channel $1.92 $1.98 $2.04 $2.10 $2.16 $2.23 $2.29 $2.36 $2.43 $2.51

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 53 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Program. Exp. Per Channel - Residential Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Digital Tier (Cont.) Style $1.32 $1.36 $1.40 $1.44 $1.49 $1.53 $1.58 $1.62 $1.67 $1.72 Tech TV $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 VH-1 Classic Rock (Free with VH-1) $1.56 $1.61 $1.66 $1.70 $1.76 $1.81 $1.86 $1.92 $1.98 $2.04 VH-Country (Free with VH-1) $1.56 $1.61 $1.66 $1.70 $1.76 $1.81 $1.86 $1.92 $1.98 $2.04 VH-1 Soul (Free with VH-1) $1.56 $1.61 $1.66 $1.70 $1.76 $1.81 $1.86 $1.92 $1.98 $2.04 SoapNet $1.20 $1.24 $1.27 $1.31 $1.35 $1.39 $1.43 $1.48 $1.52 $1.57 Inspirational Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 National Geographic $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Good Life TV $0.96 $0.99 $1.02 $1.05 $1.08 $1.11 $1.15 $1.18 $1.22 $1.25 Music Choice (45 Channels of Digital Audio) $4.56 $4.70 $4.84 $4.98 $5.13 $5.29 $5.44 $5.61 $5.78 $5.95 Biography Channel/History International $2.52 $2.60 $2.67 $2.75 $2.84 $2.92 $3.01 $3.10 $3.19 $3.29 Annual Programming Adjustment (Five Percent) $2.01 $2.07 $2.14 $2.20 $2.27 $2.33 $2.40 $2.48 $2.55 $2.63 Total Digital Basic Tier $42.2629 $43.5308 $44.8367 $46.1818 $47.5673 $48.9943 $50.4641 $51.9781 $53.5374 $55.1435

Premium Services HBO Analog Only $95.16 $98.01 $100.96 $103.98 $107.10 $110.32 $113.63 $117.03 $120.55 $124.16 HBO Digital Group $95.16 $98.01 $100.96 $103.98 $107.10 $110.32 $113.63 $117.03 $120.55 $124.16 Cinemax Digital Group $53.40 $55.00 $56.65 $58.35 $60.10 $61.91 $63.76 $65.68 $67.65 $69.67 Showtime Digital Group $75.84 $78.12 $80.46 $82.87 $85.36 $87.92 $90.56 $93.27 $96.07 $98.95 The Movie Channel Digital Group $55.20 $56.86 $58.56 $60.32 $62.13 $63.99 $65.91 $67.89 $69.93 $72.02 Starz/Encore Group $50.64 $52.16 $53.72 $55.34 $57.00 $58.71 $60.47 $62.28 $64.15 $66.07 Encore $19.32 $19.90 $20.50 $21.11 $21.74 $22.40 $23.07 $23.76 $24.47 $25.21 Showtime Digital Combo (Show, TMC, Flix & Sundance $79.80 $82.19 $84.66 $87.20 $89.82 $92.51 $95.29 $98.14 $101.09 $104.12 HBO Digital Group/Cinemax Digital Group $127.56 $131.39 $135.33 $139.39 $143.57 $147.88 $152.31 $156.88 $161.59 $166.44 Digital Basic Tier with Music Choice $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Video on Demand Movies & Events $78.00 $80.34 $82.75 $85.23 $87.79 $90.42 $93.14 $95.93 $98.81 $101.77 Advertising Sales $12.00 $12.36 $12.73 $13.11 $13.51 $13.91 $14.33 $14.76 $15.20 $15.66

Pay Per View PPV 1 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 PPV 2 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 PPV 3 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 PPV 4 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 PPV 5 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 PPV 6 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 54 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Program. Exp. Per Channel - Commercial

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Limited Basic Headline News $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WBBM (2) CBS Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WGN (9) Chicago Local Off-Air $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WFLD (32) Fox Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WMAQ (5) Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WCIU (26) IND Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Local Community Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WLS (7) ABC Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WPWR (50) UPN Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WTTW (11) PBS Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WCPX (38) PAX Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 TV Guide Channel $0.24 $0.25 $0.26 $0.27 $0.27 $0.28 $0.29 $0.30 $0.31 $0.32 WGBO (66) Univision Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WSNS (44) Telemundo Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WYCC (22) PBS Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 TBS $0.68 $0.70 $0.72 $0.74 $0.77 $0.79 $0.81 $0.84 $0.86 $0.89 Local Govt/Educational/Public Access Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Total Limited Basic $0.9252 $0.9530 $0.9816 $1.0110 $1.0413 $1.0726 $1.1048 $1.1379 $1.1720 $1.2072

Standard Basic A & E $0.57 $0.59 $0.61 $0.63 $0.64 $0.66 $0.68 $0.70 $0.72 $0.75 American Movie Classics $0.62 $0.64 $0.66 $0.68 $0.70 $0.72 $0.74 $0.76 $0.79 $0.81 American's Health Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 America's Talking $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 America's Voice Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Animal Planet $0.37 $0.38 $0.40 $0.41 $0.42 $0.43 $0.44 $0.46 $0.47 $0.49 BET $0.37 $0.38 $0.39 $0.40 $0.41 $0.42 $0.44 $0.45 $0.46 $0.48 BET On Jazz $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Bloomberg Television $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Bravo $0.40 $0.41 $0.42 $0.43 $0.45 $0.46 $0.47 $0.49 $0.50 $0.52 Cable In the Classroom $0.10 $0.11 $0.11 $0.11 $0.12 $0.12 $0.12 $0.13 $0.13 $0.14 Cartoon Network $0.31 $0.32 $0.33 $0.34 $0.35 $0.36 $0.37 $0.38 $0.39 $0.40 CMTV $0.24 $0.25 $0.26 $0.27 $0.27 $0.28 $0.29 $0.30 $0.31 $0.32 CNBC $0.51 $0.53 $0.54 $0.56 $0.58 $0.59 $0.61 $0.63 $0.65 $0.67 CNN $0.93 $0.96 $0.99 $1.02 $1.05 $1.08 $1.11 $1.15 $1.18 $1.22 Open $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 55 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Program. Exp. Per Channel - Commercial

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Standard Basic (Cont.) CNNfn $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 CNNSI $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Comedy Central $0.40 $0.41 $0.43 $0.44 $0.45 $0.47 $0.48 $0.49 $0.51 $0.52 Court TV $0.34 $0.35 $0.36 $0.37 $0.38 $0.40 $0.41 $0.42 $0.43 $0.44 C-Span $0.15 $0.15 $0.15 $0.16 $0.16 $0.17 $0.17 $0.18 $0.19 $0.19 C-Span 2 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Discovery $0.77 $0.79 $0.82 $0.84 $0.87 $0.89 $0.92 $0.95 $0.97 $1.00 Disney $2.07 $2.13 $2.20 $2.26 $2.33 $2.40 $2.47 $2.55 $2.62 $2.70 Do It Yourself Network $0.15 $0.15 $0.15 $0.16 $0.16 $0.17 $0.17 $0.18 $0.19 $0.19 E! Entertainment $0.34 $0.35 $0.36 $0.37 $0.38 $0.40 $0.41 $0.42 $0.43 $0.44 Encore $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Encore MoviePlex $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 ESPN $4.41 $4.55 $4.68 $4.82 $4.97 $5.12 $5.27 $5.43 $5.59 $5.76 ESPN 2 $0.91 $0.94 $0.97 $1.00 $1.03 $1.06 $1.09 $1.12 $1.16 $1.19 ESPN News $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 ESPN Classic Sports $0.37 $0.38 $0.39 $0.40 $0.41 $0.42 $0.44 $0.45 $0.46 $0.48 EWTN $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Fit TV $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 ABC Family Channel $0.45 $0.46 $0.47 $0.49 $0.50 $0.52 $0.53 $0.55 $0.56 $0.58 Food Network $0.21 $0.21 $0.22 $0.23 $0.23 $0.24 $0.25 $0.25 $0.26 $0.27 Fox News $0.54 $0.55 $0.57 $0.59 $0.60 $0.62 $0.64 $0.66 $0.68 $0.70 fX $0.73 $0.75 $0.77 $0.79 $0.82 $0.84 $0.87 $0.89 $0.92 $0.95 fX Movies (no fX in system) $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Game Show Network $0.27 $0.28 $0.28 $0.29 $0.30 $0.31 $0.32 $0.33 $0.34 $0.35 Golf Channel $0.51 $0.53 $0.54 $0.56 $0.58 $0.59 $0.61 $0.63 $0.65 $0.67 Great American Country $0.09 $0.09 $0.09 $0.09 $0.10 $0.10 $0.10 $0.10 $0.11 $0.11 Headline News (Free with CNN) $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 History Channel $0.44 $0.45 $0.46 $0.48 $0.49 $0.51 $0.52 $0.54 $0.56 $0.57 Home & Garden TV $0.37 $0.38 $0.39 $0.40 $0.41 $0.42 $0.44 $0.45 $0.46 $0.48 Home Shopping Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Independent Film Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 International Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Inspirational Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Lifetime Movie Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Open $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 56 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Program. Exp. Per Channel - Commercial

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Standard Basic (Cont.) Military Channel $0.39 $0.40 $0.42 $0.43 $0.44 $0.45 $0.47 $0.48 $0.50 $0.51 MSNBC $0.71 $0.73 $0.75 $0.77 $0.79 $0.82 $0.84 $0.87 $0.89 $0.92 MTV $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Much Music $0.32 $0.33 $0.34 $0.35 $0.36 $0.37 $0.38 $0.39 $0.40 $0.41 NASA TV $0.72 $0.74 $0.76 $0.78 $0.81 $0.83 $0.86 $0.88 $0.91 $0.94 The National Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 NET $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Newsport $0.75 $0.78 $0.80 $0.82 $0.85 $0.87 $0.90 $0.93 $0.96 $0.98 Nickelodeon $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Nostalgia $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Hallmark Channel $1.03 $1.06 $1.09 $1.13 $1.16 $1.19 $1.23 $1.27 $1.30 $1.34 Outdoor Life Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 The Outdoor Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Ovation $0.42 $0.43 $0.44 $0.45 $0.47 $0.48 $0.50 $0.51 $0.53 $0.54 Oxygen $0.18 $0.18 $0.19 $0.19 $0.20 $0.20 $0.21 $0.22 $0.22 $0.23 Pax Family Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Product Information Network (PIN) $0.53 $0.54 $0.56 $0.58 $0.59 $0.61 $0.63 $0.65 $0.67 $0.69 QVC $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Women's Entertainment (formerly Romance Classics) $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Sci-Fi Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Speed Channel $0.34 $0.35 $0.36 $0.37 $0.38 $0.40 $0.41 $0.42 $0.43 $0.44 Fox Sports Midwest $0.39 $0.40 $0.41 $0.43 $0.44 $0.45 $0.47 $0.48 $0.49 $0.51 Style $0.42 $0.43 $0.44 $0.45 $0.47 $0.48 $0.50 $0.51 $0.53 $0.54 TBN $1.83 $1.88 $1.94 $2.00 $2.06 $2.12 $2.18 $2.25 $2.31 $2.38 TBS $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 TNT $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Toon Disney $0.68 $0.70 $0.72 $0.74 $0.77 $0.79 $0.81 $0.84 $0.86 $0.89 Travel Channel $1.75 $1.81 $1.86 $1.92 $1.97 $2.03 $2.09 $2.16 $2.22 $2.29 Turner Classic Movies $0.22 $0.23 $0.23 $0.24 $0.25 $0.25 $0.26 $0.27 $0.28 $0.29 Turner South $0.17 $0.18 $0.18 $0.19 $0.19 $0.20 $0.20 $0.21 $0.22 $0.22 Tech TV $0.54 $0.55 $0.57 $0.59 $0.60 $0.62 $0.64 $0.66 $0.68 $0.70 TV Land $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 USA Network $0.17 $0.18 $0.18 $0.19 $0.19 $0.20 $0.20 $0.21 $0.22 $0.22 VH-1 $0.24 $0.25 $0.26 $0.27 $0.27 $0.28 $0.29 $0.30 $0.31 $0.32 Weather Channel $0.97 $1.00 $1.03 $1.06 $1.10 $1.13 $1.16 $1.20 $1.23 $1.27

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 57 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Program. Exp. Per Channel - Commercial

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Standard Basic (Cont.) VH-1 $0.32 $0.33 $0.34 $0.35 $0.36 $0.37 $0.38 $0.39 $0.40 $0.41 Weather Channel $0.38 $0.39 $0.40 $0.42 $0.43 $0.44 $0.45 $0.47 $0.48 $0.50 WeatherScan $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 SoapNet $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 National Geographic Channel $0.37 $0.38 $0.39 $0.40 $0.41 $0.42 $0.44 $0.45 $0.46 $0.48 Fine Living $0.27 $0.28 $0.28 $0.29 $0.30 $0.31 $0.32 $0.33 $0.34 $0.35 Galavision $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Biography (Includes History International) $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Total Standard Basic $32.00 $32.96 $33.95 $34.97 $36.02 $37.10 $38.21 $39.36 $40.54 $41.76

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 58 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Program. Exp. Per Channel - Commercial

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Premium Services HBO Analog Only $19.31 $19.89 $20.48 $21.10 $21.73 $22.38 $23.05 $23.75 $24.46 $25.19

Pay Per View PPV 1 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 PPV 2 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 PPV 3 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 PPV 4 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 PPV 5 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 59 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Programming Expense - Residential

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Limited Basic Headline News $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 WBBM (2) CBS Chicago $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 WGN (9) Chicago Local Off-Air $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 WCIU (26) IND Chicago $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 WPWR (50) UPN Chicago $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 WTTW (11) PBS Chicago $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 WCPX (38) PAX Chicago $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 TV Guide Channel $933 $3,364 $3,506 $3,655 $3,810 $3,971 $4,139 $4,315 $4,497 $4,688 WGBO (66) Univision Chicago $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 WSNS (44) Telemundo Chicago $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 WYCC (22) PBS Chicago $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 TBS $2,613 $9,419 $9,818 $10,234 $10,667 $11,119 $11,590 $12,081 $12,593 $13,126 Local Govt/Educational/Public Access Channel $2,613 $9,419 $9,818 $10,234 $10,667 $11,119 $11,590 $12,081 $12,593 $13,126 Total Limited Basic $6,159 $22,201 $23,142 $24,122 $25,144 $26,209 $27,319 $28,477 $29,683 $30,940

Standard Basic A & E $2,127 $7,668 $7,993 $8,331 $8,684 $9,052 $9,436 $9,835 $10,252 $10,686 American Movie Classics $2,308 $8,320 $8,673 $9,040 $9,423 $9,822 $10,239 $10,672 $11,124 $11,596 American's Health Network $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 America's Talking $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 America's Voice Network $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Animal Planet $1,385 $4,992 $5,204 $5,424 $5,654 $5,893 $6,143 $6,403 $6,675 $6,957 BET $1,358 $4,894 $5,102 $5,318 $5,543 $5,778 $6,023 $6,278 $6,544 $6,821 BET On Jazz $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Bloomberg Television $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Bravo $1,471 $5,302 $5,527 $5,761 $6,005 $6,259 $6,525 $6,801 $7,089 $7,389 Cable In the Classroom $32 $116 $120 $126 $131 $136 $142 $148 $155 $161 Cartoon Network $1,150 $4,144 $4,319 $4,502 $4,693 $4,892 $5,099 $5,315 $5,540 $5,775 CMTV $905 $3,263 $3,401 $3,545 $3,695 $3,852 $4,015 $4,185 $4,362 $4,547 CNBC $1,901 $6,852 $7,142 $7,445 $7,760 $8,089 $8,432 $8,789 $9,161 $9,549 CNN $6,036 $12,497 $13,026 $13,578 $14,153 $14,753 $15,378 $16,029 $16,708 $17,416 CNNfn $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 CNNSI $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Comedy Central $1,494 $5,384 $5,612 $5,850 $6,097 $6,356 $6,625 $6,906 $7,198 $7,503 Court TV $1,267 $4,568 $4,762 $4,963 $5,174 $5,393 $5,621 $5,859 $6,107 $6,366 C-Span $543 $1,958 $2,041 $2,127 $2,217 $2,311 $2,409 $2,511 $2,617 $2,728 Discovery $2,861 $10,311 $10,748 $11,203 $11,678 $12,172 $12,688 $13,225 $13,785 $14,369 Disney $7,695 $27,735 $28,910 $30,135 $31,411 $32,742 $34,129 $35,574 $37,081 $38,652

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 60 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Programming Expense - Residential

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Standard Basic (Cont.) Do It Yourself Network $543 $1,958 $2,041 $2,127 $2,217 $2,311 $2,409 $2,511 $2,617 $2,728 E! Entertainment $1,267 $4,568 $4,762 $4,963 $5,174 $5,393 $5,621 $5,859 $6,107 $6,366 Encore $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Encore MoviePlex $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 ESPN $16,412 $59,157 $61,663 $64,275 $66,998 $69,836 $72,794 $75,878 $79,092 $82,442 ESPN 2 $3,395 $12,236 $12,754 $13,295 $13,858 $14,445 $15,057 $15,695 $16,359 $17,052 EWTN $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Fit TV $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 ABC Family Channel $1,657 $5,971 $6,224 $6,488 $6,763 $7,049 $7,348 $7,659 $7,983 $8,322 Food Network $769 $2,773 $2,891 $3,013 $3,141 $3,274 $3,413 $3,557 $3,708 $3,865 Fox News $1,996 $7,195 $7,500 $7,817 $8,148 $8,494 $8,853 $9,228 $9,619 $10,027 fX $2,698 $9,724 $10,135 $10,565 $11,012 $11,479 $11,965 $12,472 $13,000 $13,551 fX Movies (no fX in system) $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Game Show Network $996 $3,589 $3,741 $3,900 $4,065 $4,237 $4,417 $4,604 $4,799 $5,002 Golf Channel $1,901 $6,852 $7,142 $7,445 $7,760 $8,089 $8,432 $8,789 $9,161 $9,549 Great American Country $317 $1,142 $1,190 $1,241 $1,293 $1,348 $1,405 $1,465 $1,527 $1,592 Headline News (Free with CNN) $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 History Channel $1,629 $5,873 $6,122 $6,381 $6,652 $6,934 $7,227 $7,533 $7,852 $8,185 Home & Garden TV $1,358 $4,894 $5,102 $5,318 $5,543 $5,778 $6,023 $6,278 $6,544 $6,821 Home Shopping Network $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Independent Film Channel $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 International Channel $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Inspirational Network $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Lifetime Movie Network $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Open $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Learning Channel $1,457 $5,253 $5,476 $5,708 $5,950 $6,202 $6,464 $6,738 $7,024 $7,321 Lifetime $2,625 $9,463 $9,863 $10,281 $10,717 $11,171 $11,644 $12,137 $12,651 $13,187 Military Channel $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 MSNBC $1,177 $4,242 $4,422 $4,609 $4,804 $5,008 $5,220 $5,441 $5,671 $5,911 MTV $2,670 $9,626 $10,033 $10,458 $10,901 $11,363 $11,845 $12,346 $12,869 $13,414 Much Music $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 NASA TV $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 The National Network $2,806 $10,115 $10,544 $10,990 $11,456 $11,941 $12,447 $12,974 $13,524 $14,097 NET $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Newsport $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Nickelodeon $3,829 $13,802 $14,387 $14,996 $15,632 $16,294 $16,984 $17,703 $18,453 $19,235

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 61 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Programming Expense - Residential

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Standard Basic (Cont.) Nostalgia $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Hallmark Channel $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Outdoor Life Network $1,548 $5,580 $5,816 $6,062 $6,319 $6,587 $6,866 $7,157 $7,460 $7,776 The Outdoor Channel $652 $2,349 $2,449 $2,553 $2,661 $2,773 $2,891 $3,013 $3,141 $3,274 Ovation $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Oxygen $1,964 $7,081 $7,381 $7,693 $8,019 $8,359 $8,713 $9,082 $9,467 $9,868 Pax Family Network $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Product Information Network (PIN) $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 QVC $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Women's Entertainment (formerly Romance Classics) $1,267 $4,568 $4,762 $4,963 $5,174 $5,393 $5,621 $5,859 $6,107 $6,366 Sci-Fi Network $1,448 $5,221 $5,442 $5,672 $5,913 $6,163 $6,424 $6,696 $6,980 $7,276 Speed Channel $1,548 $5,580 $5,816 $6,062 $6,319 $6,587 $6,866 $7,157 $7,460 $7,776 Fox Sports Midwest $6,789 $24,472 $25,509 $26,589 $27,716 $28,890 $30,113 $31,389 $32,719 $34,105 Style $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 TBN $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 TBS $2,535 $9,136 $9,523 $9,927 $10,347 $10,785 $11,242 $11,719 $12,215 $12,732 TNT $6,518 $23,493 $24,488 $25,526 $26,607 $27,734 $28,909 $30,133 $31,410 $32,740 Toon Disney $815 $2,937 $3,061 $3,191 $3,326 $3,467 $3,614 $3,767 $3,926 $4,093 Travel Channel $634 $2,284 $2,381 $2,482 $2,587 $2,696 $2,811 $2,930 $3,054 $3,183 Turner Classic Movies $1,992 $7,178 $7,483 $7,800 $8,130 $8,474 $8,833 $9,207 $9,597 $10,004 Turner South $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Tech TV $634 $2,284 $2,381 $2,482 $2,587 $2,696 $2,811 $2,930 $3,054 $3,183 TV Land $905 $3,263 $3,401 $3,545 $3,695 $3,852 $4,015 $4,185 $4,362 $4,547 USA Network $3,621 $13,052 $13,605 $14,181 $14,782 $15,408 $16,060 $16,741 $17,450 $18,189 VH-1 $1,177 $4,242 $4,422 $4,609 $4,804 $5,008 $5,220 $5,441 $5,671 $5,911 Weather Channel $1,412 $5,090 $5,306 $5,531 $5,765 $6,009 $6,264 $6,529 $6,805 $7,094 WeatherScan $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 SoapNet $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 National Geographic Channel $1,358 $4,894 $5,102 $5,318 $5,543 $5,778 $6,023 $6,278 $6,544 $6,821 Fine Living $996 $3,589 $3,741 $3,900 $4,065 $4,237 $4,417 $4,604 $4,799 $5,002 Galavision $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Biography (Includes History International) $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 62 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Programming Expense - Residential

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Standard Basic (Cont.) Annual Adjustment $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Standard Basic $119,849 $422,731 $440,640 $459,305 $478,761 $499,042 $520,181 $542,216 $565,184 $589,125

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 63 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Programming Expense - Residential

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Premiums HBO Digital Group $5,921 $21,340 $22,244 $23,187 $24,169 $25,193 $26,260 $27,372 $28,532 $29,740 Cinemax Digital Group $2,492 $8,981 $9,362 $9,759 $10,172 $10,603 $11,052 $11,520 $12,008 $12,517 Showtime Digital Group $3,539 $12,756 $13,296 $13,859 $14,446 $15,058 $15,696 $16,361 $17,054 $17,777 The Movie Channel Digital Group $2,146 $7,737 $8,065 $8,406 $8,762 $9,133 $9,520 $9,924 $10,344 $10,782 Starz/Encore Group $4,923 $17,744 $18,496 $19,280 $20,096 $20,947 $21,835 $22,760 $23,724 $24,729 Flix Group $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Independent Film Channel $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Sundance Channel $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Showtime Digital Combo (Show, TMC, Flix & Sundance $9,309 $33,554 $34,976 $36,457 $38,002 $39,612 $41,290 $43,039 $44,862 $46,762 HBO Digital Group/Cinemax Digital Group $4,960 $17,879 $18,636 $19,426 $20,249 $21,106 $22,000 $22,932 $23,904 $24,916 Sundance, Flix, Independent Film Channel $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Digital Basic Tier with Music Choice $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Video on Demand Movies & Events $6,673 $24,052 $25,070 $26,132 $27,239 $28,393 $29,596 $30,850 $32,156 $33,519 Advertising Sales $9,332 $33,639 $35,064 $36,549 $38,097 $39,711 $41,393 $43,146 $44,974 $46,879 Open $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Open $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Open $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total $49,295 $177,682 $185,209 $193,055 $201,233 $209,757 $218,642 $227,904 $237,558 $247,621

Pay Per View PPV 1 $1,244 $4,355 $4,407 $4,460 $4,513 $4,567 $4,622 $4,678 $4,734 $4,791 PPV 2 $1,244 $4,355 $4,407 $4,460 $4,513 $4,567 $4,622 $4,678 $4,734 $4,791 PPV 3 $1,244 $4,355 $4,407 $4,460 $4,513 $4,567 $4,622 $4,678 $4,734 $4,791 PPV 4 $1,244 $4,355 $4,407 $4,460 $4,513 $4,567 $4,622 $4,678 $4,734 $4,791 PPV 5 $1,244 $4,355 $4,407 $4,460 $4,513 $4,567 $4,622 $4,678 $4,734 $4,791 PPV 6 $1,244 $4,355 $4,407 $4,460 $4,513 $4,567 $4,622 $4,678 $4,734 $4,791 Open $1,244 $4,355 $4,407 $4,460 $4,513 $4,567 $4,622 $4,678 $4,734 $4,791 Open $1,244 $4,355 $4,407 $4,460 $4,513 $4,567 $4,622 $4,678 $4,734 $4,791 Open $1,244 $4,355 $4,407 $4,460 $4,513 $4,567 $4,622 $4,678 $4,734 $4,791 Total $11,199 $39,191 $39,661 $40,137 $40,619 $41,106 $41,599 $42,098 $42,604 $43,115

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 64 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Programming Expense - Commercial

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Limited Basic Headline News $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 WBBM (2) CBS Chicago $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 WGN (9) Chicago Local Off-Air $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 WFLD (32) Fox Chicago $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 WMAQ (5) Chicago $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 WCIU (26) IND Chicago $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Local Community Channel $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 WLS (7) ABC Chicago $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 WPWR (50) UPN Chicago $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 WTTW (11) PBS Chicago $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 WCPX (38) PAX Chicago $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 TV Guide Channel $7 $24 $25 $26 $27 $29 $30 $31 $32 $34 WGBO (66) Univision Chicago $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 WSNS (44) Telemundo Chicago $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 WYCC (22) PBS Chicago $26 $92 $0 $0 $0 $0 $0 $0 $0 $0 TBS $0 $0 $71 $74 $77 $80 $84 $87 $91 $95 Local Govt/Educational/Public Access Channel $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Limited Basic $7 $24 $25 $26 $27 $29 $30 $31 $32 $34

Standard Basic A & E $16 $57 $59 $62 $65 $67 $70 $73 $76 $79 American Movie Classics $17 $62 $64 $67 $70 $73 $76 $79 $83 $86 American's Health Network $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 America's Talking $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 America's Voice Network $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Animal Planet $10 $37 $39 $40 $42 $44 $46 $48 $50 $52 BET $10 $36 $38 $40 $41 $43 $45 $47 $49 $51 BET On Jazz $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Bloomberg Television $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Bravo $11 $39 $41 $43 $45 $47 $49 $51 $53 $55 Cable In the Classroom $3 $10 $11 $11 $12 $12 $13 $13 $14 $14 Cartoon Network $9 $31 $32 $33 $35 $36 $38 $40 $41 $43 CMTV $7 $24 $25 $26 $27 $29 $30 $31 $32 $34 CNBC $14 $51 $53 $55 $58 $60 $63 $65 $68 $71 CNN $26 $93 $97 $101 $105 $110 $114 $119 $124 $130

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 65 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Programming Expense - Commercial

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Standard Basic (Cont.) CNNfn $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 CNNSI $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Comedy Central $11 $40 $42 $43 $45 $47 $49 $51 $54 $56 Court TV $9 $34 $35 $37 $38 $40 $42 $44 $45 $47 C-Span $4 $15 $15 $16 $16 $17 $18 $19 $19 $20 C-Span 2 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Discovery $21 $77 $80 $83 $87 $91 $94 $98 $103 $107 Disney $57 $206 $215 $224 $234 $243 $254 $265 $276 $287 Do It Yourself Network $4 $15 $15 $16 $16 $17 $18 $19 $19 $20 E! Entertainment $9 $34 $35 $37 $38 $40 $42 $44 $45 $47 Encore $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Encore MoviePlex $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 ESPN $122 $440 $459 $478 $498 $519 $541 $564 $588 $613 ESPN 2 $25 $91 $95 $99 $103 $107 $112 $117 $122 $127 ESPN News $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 ESPN Classic Sports $10 $36 $38 $40 $41 $43 $45 $47 $49 $51 EWTN $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Fit TV $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 ABC Family Channel $12 $44 $46 $48 $50 $52 $55 $57 $59 $62 Food Network $6 $21 $21 $22 $23 $24 $25 $26 $28 $29 Fox News $15 $54 $56 $58 $61 $63 $66 $69 $72 $75 fX $20 $72 $75 $79 $82 $85 $89 $93 $97 $101 fX Movies (no fX in system) $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Game Show Network $7 $27 $28 $29 $30 $32 $33 $34 $36 $37 Golf Channel $14 $51 $53 $55 $58 $60 $63 $65 $68 $71 Great American Country $2 $8 $9 $9 $10 $10 $10 $11 $11 $12 Headline News (Free with CNN) $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 History Channel $12 $44 $46 $47 $49 $52 $54 $56 $58 $61 Home & Garden TV $10 $36 $38 $40 $41 $43 $45 $47 $49 $51 Home Shopping Network $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Independent Film Channel $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 International Channel $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Inspirational Network $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Lifetime Movie Network $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Open $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 66 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Programming Expense - Commercial

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Standard Basic (Cont.) Learning Channel $11 $39 $41 $42 $44 $46 $48 $50 $52 $54 Lifetime $20 $70 $73 $76 $80 $83 $87 $90 $94 $98 Military Channel $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 MSNBC $9 $32 $33 $34 $36 $37 $39 $40 $42 $44 MTV $20 $72 $75 $78 $81 $84 $88 $92 $96 $100 Much Music $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 NASA TV $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 The National Network $21 $75 $78 $82 $85 $89 $93 $96 $101 $105 NET $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Newsport $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Nickelodeon $28 $103 $107 $112 $116 $121 $126 $132 $137 $143 Nostalgia $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Hallmark Channel $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Outdoor Life Network $12 $41 $43 $45 $47 $49 $51 $53 $55 $58 The Outdoor Channel $5 $17 $18 $19 $20 $21 $21 $22 $23 $24 Ovation $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Oxygen $15 $53 $55 $57 $60 $62 $65 $68 $70 $73 Pax Family Network $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Product Information Network (PIN) $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 QVC $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Women's Entertainment (formerly Romance Classics) $9 $34 $35 $37 $38 $40 $42 $44 $45 $47 Sci-Fi Network $11 $39 $40 $42 $44 $46 $48 $50 $52 $54 Speed Channel $12 $41 $43 $45 $47 $49 $51 $53 $55 $58 Fox Sports Midwest $50 $182 $190 $198 $206 $215 $224 $233 $243 $254 Style $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 TBN $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 TBS $19 $68 $71 $74 $77 $80 $84 $87 $91 $95 TNT $48 $175 $182 $190 $198 $206 $215 $224 $234 $243 Toon Disney $6 $22 $23 $24 $25 $26 $27 $28 $29 $30 Travel Channel $5 $17 $18 $18 $19 $20 $21 $22 $23 $24 Turner Classic Movies $15 $53 $56 $58 $60 $63 $66 $68 $71 $74 Turner South $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Tech TV $5 $17 $18 $18 $19 $20 $21 $22 $23 $24 TV Land $7 $24 $25 $26 $27 $29 $30 $31 $32 $34 USA Network $27 $97 $101 $105 $110 $115 $119 $124 $130 $135

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 67 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Programming Expense - Commercial

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Standard Basic (Cont.) VH-1 $9 $32 $33 $34 $36 $37 $39 $40 $42 $44 Weather Channel $11 $38 $39 $41 $43 $45 $47 $49 $51 $53 WeatherScan $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 SoapNet $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 National Geographic Channel $10 $36 $38 $40 $41 $43 $45 $47 $49 $51 Fine Living $7 $27 $28 $29 $30 $32 $33 $34 $36 $37 Galavision $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Biography (Includes History International) $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Open $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Open $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Open $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Open $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Open $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Open $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Standard Basic $885 $3,189 $3,324 $3,465 $3,612 $3,765 $3,925 $4,091 $4,264 $4,445

HBO Analog Only $534 $1,924 $2,006 $2,091 $2,179 $2,271 $2,368 $2,468 $2,572 $2,681 Pay Per View $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 68 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Begin All Services

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Basic 0 2,708 2,738 2,771 2,804 2,838 2,872 2,906 2,941 2,976 Expanded Basic 0 2,627 2,656 2,688 2,720 2,752 2,785 2,819 2,853 2,887 Business Basic 0556666666 Line Maintenance Plan 0 1,760 1,780 1,801 1,823 1,844 1,867 1,889 1,912 1,935 HBO Digital Group 0 217 219 222 224 227 230 232 235 238 Cinemax Digital Group 0 162 164 166 168 170 172 174 176 179 Showtime Digital Group 0 162 164 166 168 170 172 174 176 179 The Movie Channel Digital Group 0 135 137 139 140 142 144 145 147 149 Starz/Encore Group 0 338 342 346 350 355 359 363 368 372 Flix Group 0000000000 Independent Film Channel 0000000000 Sundance Channel 0000000000 Showtime Digital Combo (Show, TMC, Flix & Sundance 0 406 411 416 421 426 431 436 441 446 HBO Digital Group/Cinemax Digital Group 0 135 137 139 140 142 144 145 147 149 Sundance, Flix, Independent Film Channel 0000000000 Digital Basic Tier with Music Choice 0 650 657 665 673 681 689 697 706 714 Video on Demand Movies & Events 0 298 301 305 308 312 316 320 324 327 Advertising Sales 0 2,708 2,738 2,771 2,804 2,838 2,872 2,906 2,941 2,976 Open 0000000000 Open 0000000000 Open 0000000000

Commercial Basic 0 96 97 98 100 101 102 103 105 106 Commercial HBO 0 19 19 20 20 20 20 21 21 21 Commercial Pay Per View 0000000000

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 69 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Begin All Services (Cont.)

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Standard High Speed Data - Level 1 0 93 193 199 204 209 214 219 224 229 Silver High Speed Data - Level 2 0 243 504 508 513 519 526 534 542 552 Gold & Platnimum High Speed Data - Level 3 0 176 365 368 371 375 379 382 386 390

Standard Business High Speed Data - Level 1 0 10 10 10 10 10 10 10 10 11 Standard Business High Speed Data - Level 2 0 19 19 19 20 20 20 20 21 21 Business Plus High Speed Data - Level 1 0 28 29 29 29 30 30 30 31 31 Business Plus High Speed Data - Level 2 0 37 38 38 39 39 40 40 41 41 Business Elite High Speed Data - Level 1 0 47 47 48 48 49 50 50 51 51 Business Elite High Speed Data - Level 2 0 56 57 57 58 59 59 60 61 62 Direct Business High Speed Data - Level 1 0 65 66 67 68 68 69 70 71 72 Direct Business High Speed Data - Level 2 0 75 75 76 77 78 79 80 81 82

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 70 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Add All Services

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Basic 2,708 30 33 33 34 34 34 35 35 36 Expanded Basic 2,627 29 32 32 33 33 33 34 34 35 Business Basic 5000000000 Line Maintenance Plan 1,760 19 21 22 22 22 22 23 23 23 HBO Digital Group 217233333333 Cinemax Digital Group 162222222222 Showtime Digital Group 162222222222 The Movie Channel Digital Group 135122222222 Starz/Encore Group 338444444444 Flix Group 0000000000 Independent Film Channel 0000000000 Sundance Channel 0000000000 Showtime Digital Combo (Show, TMC, Flix & Sundance 406455555555

Commercial Basic 96111111111 Commercial HBO 19000000000 Commercial Pay Per View 0000000000

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 71 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Add All Services (Cont.)

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Standard High Speed Data - Level 1 60111111111 Silver High Speed Data - Level 2 15534567891011 Gold & Platnimum High Speed Data - Level 3 113111111111 High Speed Data - Level 1 - Remarket 35 108 17 18 18 18 18 18 19 19 High Speed Data - Level 2 - Remarket 92 281 32 32 33 33 34 34 34 35 High Speed Data - Level 3 - Remarket 67 204 25 26 26 26 27 27 27 28 Total 522 598 81 83 85 87 89 91 93 95

Standard Business High Speed Data - Level 1 10000000000 Standard Business High Speed Data - Level 2 19000000000 Business Plus High Speed Data - Level 1 28000000000 Business Plus High Speed Data - Level 2 37000000000 Business Elite High Speed Data - Level 1 47111111111 Business Elite High Speed Data - Level 2 56111111111 Direct Business High Speed Data - Level 1 65111111111 Direct Business High Speed Data - Level 2 75111111111 Total 337444444444

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 72 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 End All Services

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Basic 2,708 2,738 2,771 2,804 2,838 2,872 2,906 2,941 2,976 3,012 Expanded Basic 2,627 2,656 2,688 2,720 2,752 2,785 2,819 2,853 2,887 2,922 Business Basic 5566666666 Line Maintenance Plan 1,760 1,780 1,801 1,823 1,844 1,867 1,889 1,912 1,935 1,958 HBO Digital Group 217 219 222 224 227 230 232 235 238 241 Cinemax Digital Group 162 164 166 168 170 172 174 176 179 181 Showtime Digital Group 162 164 166 168 170 172 174 176 179 181 The Movie Channel Digital Group 135 137 139 140 142 144 145 147 149 151 Starz/Encore Group 338 342 346 350 355 359 363 368 372 376 Flix Group 0000000000 Independent Film Channel 0000000000 Sundance Channel 0000000000 Showtime Digital Combo (Show, TMC, Flix & Sundance 406 411 416 421 426 431 436 441 446 452

Commercial Basic 96 97 98 100 101 102 103 105 106 107 Commercial HBO 19 19 20 20 20 20 21 21 21 21 Commercial Pay Per View 0000000000

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 73 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 End All Services (Cont.)

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

High Speed Data - Level 1 Disconnects 2 9 13 13 13 14 14 14 15 15 High Speed Data - Level 2 Disconnects 4 23 32 33 33 34 34 35 35 36 High Speed Data - Level 3 Disconnects 3 17 23 24 24 24 24 25 25 25

High Speed Data - Level 1 Net 93 193 199 204 209 214 219 224 229 233 High Speed Data - Level 2 Net 243 504 508 513 519 526 534 542 552 562 High Speed Data - Level 3 Net 176 365 368 371 375 379 382 386 390 394

Standard Business High Speed Data - Level 1 10 10 10 10 10 10 10 10 11 11 Standard Business High Speed Data - Level 2 19 19 19 20 20 20 20 21 21 21 Business Plus High Speed Data - Level 1 28 29 29 29 30 30 30 31 31 31 Business Plus High Speed Data - Level 2 37 38 38 39 39 40 40 41 41 42 Business Elite High Speed Data - Level 1 47 47 48 48 49 50 50 51 51 52 Business Elite High Speed Data - Level 2 56 57 57 58 59 59 60 61 62 62 Direct Business High Speed Data - Level 1 65 66 67 68 68 69 70 71 72 73 Direct Business High Speed Data - Level 2 75 75 76 77 78 79 80 81 82 83 Total Commercial High Speed Data 337 341 345 349 353 357 362 366 370 375

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 74 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Average All Services

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Basic 778 2,722 2,754 2,787 2,821 2,855 2,889 2,923 2,959 2,994 Expanded Basic 754 2,640 2,672 2,704 2,736 2,769 2,802 2,836 2,870 2,904 Business Basic 2566666666 Line Maintenance Plan 506 1,769 1,790 1,812 1,833 1,855 1,878 1,900 1,923 1,946 HBO Digital Group 62 218 220 223 226 228 231 234 237 240 Cinemax Digital Group 47 163 165 167 169 171 173 175 178 180 Showtime Digital Group 47 163 165 167 169 171 173 175 178 180 The Movie Channel Digital Group 39 136 138 139 141 143 144 146 148 150 Starz/Encore Group 97 340 344 348 353 357 361 365 370 374 Flix Group 0000000000 Independent Film Channel 0000000000 Sundance Channel 0000000000 Showtime Digital Combo (Show, TMC, Flix & Sundance 117 408 413 418 423 428 433 439 444 449 HBO Digital Group/Cinemax Digital Group 39 136 138 139 141 143 144 146 148 150 Sundance, Flix, Independent Film Channel 0000000000 Digital Basic Tier with Music Choice 187 653 661 669 677 685 693 702 710 719 Video on Demand Movies & Events 86 299 303 307 310 314 318 322 325 329 Advertising Sales 778 2,722 2,754 2,787 2,821 2,855 2,889 2,923 2,959 2,994 Open 0000000000 Open 0000000000 Open 0000000000

Commercial Basic 28 97 98 99 100 101 103 104 105 106 Commercial HBO 6 19 20 20 20 20 21 21 21 21 Commercial Pay Per View 0000000000

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 75 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Average All Services (Cont.)

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Standard High Speed Data - Level 1 24 144 196 201 206 212 217 221 226 231 Silver High Speed Data - Level 2 62 374 506 511 516 522 530 538 547 557 Gold & Platnimum High Speed Data - Level 3 45 271 366 370 373 377 380 384 388 392 Total 131 789 1,068 1,081 1,096 1,111 1,127 1,144 1,161 1,180

Standard Business High Speed Data - Level 1 3 10 10 10 10 10 10 10 11 11 Standard Business High Speed Data - Level 2 5 19 19 19 20 20 20 20 21 21 Business Plus High Speed Data - Level 1 8 28 29 29 29 30 30 30 31 31 Business Plus High Speed Data - Level 2 11 38 38 39 39 40 40 40 41 41 Business Elite High Speed Data - Level 1 13 47 48 48 49 49 50 50 51 52 Business Elite High Speed Data - Level 2 16 56 57 58 58 59 60 61 61 62 Direct Business High Speed Data - Level 1 19 66 66 67 68 69 70 71 71 72 Direct Business High Speed Data - Level 2 21 75 76 77 78 79 80 81 82 83 Total 97 339 343 347 351 355 360 364 368 373

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 1 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Bond Compliance Flow of Funds

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Customer Revenues Video $0 $0 $0 $0 $0 $6,959 $24,355 $48,710 $76,544 $104,379 $128,734 $147,522 Residential High Speed Data $0 $0 $0 $0 $0 $2,433 $5,463 $9,588 $13,684 $18,154 $21,778 $25,351 Commerial Video and High Speed Data $0 $0 $0 $0 $0 $38,093 $64,533 $94,671 $109,458 $124,246 $119,987 $119,650 Telecommunications $0 $0 $0 $0 $1,645 $1,630 $13,727 $54,204 $100,701 $136,672 $168,229 $192,536

Total Customer Operating Revenues $0 $0 $0 $0 $1,645 $49,115 $108,078 $207,173 $300,388 $383,450 $438,727 $485,059

Customer Operating Expenses Video $35,275 $35,275 $37,018 $39,382 $52,774 $63,635 $65,430 $79,248 $99,145 $111,314 $123,486 $191,797 Residential High Speed Data $450 $450 $450 $8,259 $8,259 $8,401 $8,991 $9,555 $10,488 $11,266 $12,301 $13,044 Commerial Video and High Speed Data $0 $0 $0 $0 $0 $505 $3,830 $6,606 $9,616 $13,610 $16,308 $17,587 Telecommunications $8,709 $9,009 $9,009 $9,009 $15,554 $13,540 $46,745 $82,137 $73,978 $79,902 $90,479 $94,585

Total Customer Operating Expenses $44,434 $44,734 $46,477 $56,651 $76,587 $86,081 $124,996 $177,547 $193,227 $216,092 $242,575 $317,013

Net Revenues Before Other Resolution Income & Expenses Video ($35,275) ($35,275) ($37,018) ($39,382) ($52,774) ($56,676) ($41,075) ($30,538) ($22,600) ($6,935) $5,248 ($44,275) Residential High Speed Data ($450) ($450) ($450) ($8,259) ($8,259) ($5,968) ($3,528) $33 $3,196 $6,888 $9,476 $12,307 Commerial Video and High Speed Data $0 $0 $0 $0 $0 $37,588 $60,703 $88,064 $99,842 $110,636 $103,679 $102,063 Telecommunications ($8,709) ($9,009) ($9,009) ($9,009) ($13,909) ($11,909) ($33,018) ($27,933) $26,723 $56,770 $77,749 $97,951

Total Net Revenues Before Other O&M Under Resolution ($44,434) ($44,734) ($46,477) ($56,651) ($74,943) ($36,966) ($16,918) $29,626 $107,161 $167,358 $196,152 $168,046

Other Income & Expenses Interest Earned $0 $27,455 $24,957 $24,841 $24,447 $18,303 $17,019 $14,235 $11,393 $8,761 $6,253 $4,399 Other O&M Expenses Under Resolution $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

Net Revenues As Defined By Resolution ($44,434) ($17,279) ($21,520) ($31,809) ($50,495) ($18,662) $101 $43,862 $118,554 $176,119 $202,405 $172,445

Uses of Net Revenue Debt Service (Defined as Principal and Interest) $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Utility Plant Improvement Fund $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Fund Transfer $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

Net Available for Flow of Funds ($44,434) ($17,279) ($21,520) ($31,809) ($50,495) ($18,662) $101 $43,862 $118,554 $176,119 $202,405 $172,445

Debt Service Coverage 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 2 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Customer Summary

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Homes Passed by Service Area Geneva, Illinois 000007111,778 3,200 4,622 6,044 7,111 7,964 Phase II Service Area 000000000000 Phase III Service Area 000000000000 Total 000007111,778 3,200 4,622 6,044 7,111 7,964

Total Video Customers by Service Area Geneva, Illinois 000002426041,088 1,572 2,055 2,418 2,708 Phase II Service Area 000000000000 Phase III Service Area 000000000000 Total 000002426041,088 1,572 2,055 2,418 2,708 Video Customers to Homes Passed 0.0% 0.0% 0.0% 0.0% 0.0% 34.0% 34.0% 34.0% 34.0% 34.0% 34.0% 34.0%

Total Residential Data Customers Total 000003388165251345431513 Residential Data Customer to Homes Passed 0.0% 0.0% 0.0% 0.0% 0.0% 4.7% 4.9% 5.2% 5.4% 5.7% 6.1% 6.4%

Residential Telephone Customers in Service Residential Households 000000124224324423498558 Multiple Dwelling Units 00000091623303640 Total Residential Telephone Customers in Service 000000133240347453533597 Residential Telephone Customers to Homes Passed 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 7.5% 7.5% 7.5% 7.5% 7.5% 7.5%

Commercial Customers Passed Geneva, Illinois 000001724307741,117 1,461 1,719 1,925 Phase II Service Area 000000000000 Phase III Service Area 000000000000 End Commercial Units Passed 000001724307741,117 1,461 1,719 1,925

Commercial Data Customers Total 000001553105165226278319 Commercial Data Customer to Units Passed 0.0% 0.0% 0.0% 0.0% 0.0% 8.8% 12.3% 13.6% 14.8% 15.4% 16.2% 16.6%

Commercial Telephone Customers in Service Small Business A 00000003956738696 Small Business B 00000002942556472 Large Entities 000000111928374348 Total 0000001187126164193217 Commercial Telephone Customers to Units Passed 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 2.5% 11.3% 11.3% 11.3% 11.3% 11.3%

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 3 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Summary (Cont.)

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Average Video Customers by Service Area Geneva, Illinois 000001214238461,330 1,813 2,236 2,563 Phase II Service Area 000000000000 Phase III Service Area 000000000000 Total Average Video Customers 000001214238461,330 1,813 2,236 2,563

Average Video Customers Percentage by Service Area Geneva, Illinois 0.00% 0.00% 0.00% 0.00% 0.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% Phase II Service Area 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Phase III Service Area 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Total Average Video Customers to Homes Passed 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 34.00% 34.00% 34.00% 34.00% 34.00% 34.00%

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 5 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Summary (Cont.)

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Total Plant Miles by Service Area Geneva, Illinois 0.00 0.00 0.00 0.00 0.00 10.00 25.00 45.00 65.00 85.00 100.00 112.00 Phase II Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase III Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Total Plant Miles 0.00 0.00 0.00 0.00 0.00 10.00 25.00 45.00 65.00 85.00 100.00 112.00

Plant Miles % Per Service Area Geneva, Illinois 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% Phase II Service Area 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Phase III Service Area 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 13 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Telecommunications Customer Assumptions (Cont.)

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Lines Sold Residential Households 0000001491201191208972 Multiple Dwelling Units 0000001189875 Small Business A 000000015568695241 Small Business B 00000002901291299777 Large Entities 000000269214215215161129 Grand Total Lines Sold 000000429787540541406324

Lines in Service (EOP) Residential Households 000000149269388508597669 Multiple Dwelling Units 000000111928364348 Small Business A 0000000155223292344385 Small Business B 0000000290419548645722 Large Entities 0000002694836989131,074 1,203 Grand Total Lines In Service EOP 0000004291,216 1,756 2,297 2,703 3,027

Average Lines Residential Households 00000075209329448553633 Multiple Dwelling Units 00000061524324046 Small Business A 000000078189258318365 Small Business B 0000000145355484597684 Large Entities 0000001353765918069941,139 Grand Total Average Lines In Service 0000002168231,488 2,028 2,502 2,867

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 4 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Summary (Cont.)

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Commercial Customers Passed Begin Commercial Units Passed 0000001724307741,117 1,461 1,719 Geneva, Illinois 000001724307741,117 1,461 1,719 1,925 Phase II Service Area 000000000000 Phase III Service Area 000000000000 End Commercial Units Passed 000001724307741,117 1,461 1,719 1,925

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 12 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Telecommunications Customer Assumptions

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Customers Sold Residential Households 0000001241001001007560 Multiple Dwelling Units 000000977754 Small Business A 00000003917171310 Small Business B 0000000291313108 Large Entities 0000001199965 Grand Total Customers Sold 00000014418314514510987

Customers in Service - EOP Residential Households 000000124224324423498558 Multiple Dwelling Units 00000091623303640 Small Business A 00000003956738696 Small Business B 00000002942556472 Large Entities 000000111928374348 Grand Total Customers In Service EOP 000000144327472618727814

Average Customers Residential Households 00000062174274373460528 Multiple Dwelling Units 00000041220273338 Small Business A 00000001947648091 Small Business B 00000001535486068 Large Entities 00000051524324046 Grand Total Average Customers 00000071235400544673771

Average Service Penetration Residential Households 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 3.49% 5.44% 5.93% 6.17% 6.47% 6.63% Multiple Dwelling Units 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.23% 0.38% 0.43% 0.45% 0.46% 0.48% Small Business A 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 2.46% 4.21% 4.38% 4.65% 4.73% Small Business B 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 1.94% 3.13% 3.29% 3.49% 3.53% Large Entities 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 1.16% 1.94% 2.15% 2.19% 2.33% 2.39% Average Residential Service Penetration 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 3.71% 5.81% 6.36% 6.62% 6.93% 7.11% Average Commercial Service Penetration 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 1.16% 6.33% 9.49% 9.86% 10.47% 10.65%

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 22 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Sources and Uses

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Sources Begin Cash on Hand $0 $19,995,887 $19,965,483 $19,873,088 $19,557,779 $14,642,799 $13,614,871 $11,388,377 $9,114,264 $7,009,000 $5,002,034 $3,519,546 Paid In Capital - Broadband Service Provider $100,000 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Revenue Bond Issue Proceeds - Capital Budget $18,205,728 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Revenue Bond Issue Proceeds - Capitalized Interest $1,968,400 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Revenue Bond Issue Proceeds - Debt Service Reserve $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Cost of Revenue Bond Financing $174,048 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Original Issue and Underwriters Discount $257,736 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Revenue Bond Financing Insurance $109,816 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Excess Revenue Bond Proceeds $4,272 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Subordinated Debt - Broadband Service Provider $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Interest Earned $0 $27,455 $24,957 $24,841 $24,447 $18,303 $17,019 $14,235 $11,393 $8,761 $6,253 $4,399 Utility Plant Improvement Fund $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 EBITDA $0 $0 $0 $0 $0 $0 $0 $29,626 $107,161 $167,358 $196,152 $168,046 Total Sources $20,820,000 $20,023,342 $19,990,440 $19,897,929 $19,582,226 $14,661,103 $13,631,890 $11,432,238 $9,232,818 $7,185,119 $5,204,439 $3,691,991

Uses Capital Expenditures $138,079 $13,125 $70,875 $283,500 $4,864,484 $1,009,266 $1,734,495 $2,317,975 $2,223,818 $2,183,085 $1,684,892 $1,318,967 Operating Loss $44,434 $44,734 $46,477 $56,651 $74,943 $36,966 $16,918 $0 $0 $0 $0 $0 Revenue Bond Issue Interest $0 $0 $0 $0 $0 $0 $492,100 $0 $0 $0 $0 $0 Revenue Bond Principal Reduction $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Cost of Revenue Bond Financing $174,048 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Original Issue and Underwriters Discount $257,736 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Revenue Bond Financing Insurance $109,816 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Subordinated Debt - Broadband Service Provider Interest $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Subordinated Debt - Broadband Service Provider Principal $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Reimbursement - Broadband Service Provider $100,000 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Utility Plant Improvement Fund $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Property Tax Expense $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 GG Fund Transfer $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Uses $824,113 $57,859 $117,352 $340,151 $4,939,427 $1,046,232 $2,243,513 $2,317,975 $2,223,818 $2,183,085 $1,684,892 $1,318,967

End Cash on Hand $19,995,887 $19,965,483 $19,873,088 $19,557,779 $14,642,799 $13,614,871 $11,388,377 $9,114,264 $7,009,000 $5,002,034 $3,519,546 $2,373,025

Total Amount of Revenue Bond Financing: $20,720,000 Total Amount of Subordinated Debt Financing: $0

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 20 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Cash Flow Statement

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Video Services Revenue $0 $0 $0 $0 $0 $6,959 $24,355 $48,710 $76,544 $104,379 $128,734 $147,522 Video Services Operating Expenses $35,275 $35,275 $37,018 $39,382 $52,774 $63,635 $65,430 $79,248 $99,145 $111,314 $123,486 $191,797 Video Services Customer Cash Flow ($35,275) ($35,275) ($37,018) ($39,382) ($52,774) ($56,676) ($41,075) ($30,538) ($22,600) ($6,935) $5,248 ($44,275)

Residential High Speed Data Revenue $0 $0 $0 $0 $0 $2,433 $5,463 $9,588 $13,684 $18,154 $21,778 $25,351 Residential High Speed Data Expense $450 $450 $450 $8,259 $8,259 $8,401 $8,991 $9,555 $10,488 $11,266 $12,301 $13,044 Residential High Speed Data Cash Flow ($450) ($450) ($450) ($8,259) ($8,259) ($5,968) ($3,528) $33 $3,196 $6,888 $9,476 $12,307

Commercial Video and High Speed Data Revenue $0 $0 $0 $0 $0 $38,093 $64,533 $94,671 $109,458 $124,246 $119,987 $119,650 Commercial Video and High Speed Data Operating Exp. $0 $0 $0 $0 $0 $505 $3,830 $6,606 $9,616 $13,610 $16,308 $17,587 Commercial Cash Flow $0 $0 $0 $0 $0 $37,588 $60,703 $88,064 $99,842 $110,636 $103,679 $102,063

Telecommunications Revenue $0 $0 $0 $0 $1,645 $1,630 $13,727 $54,204 $100,701 $136,672 $168,229 $192,536 Telecommunications Expenses $8,709 $9,009 $9,009 $9,009 $15,554 $13,540 $46,745 $82,137 $73,978 $79,902 $90,479 $94,585 Telecommunications Cash Flow ($8,709) ($9,009) ($9,009) ($9,009) ($13,909) ($11,909) ($33,018) ($27,933) $26,723 $56,770 $77,749 $97,951

Total Revenue $0 $0 $0 $0 $1,645 $49,115 $108,078 $207,173 $300,388 $383,450 $438,727 $485,059 Total Operating Expense $44,434 $44,734 $46,477 $56,651 $76,587 $86,081 $124,996 $177,547 $193,227 $216,092 $242,575 $317,013 EBITDA ($44,434) ($44,734) ($46,477) ($56,651) ($74,943) ($36,966) ($16,918) $29,626 $107,161 $167,358 $196,152 $168,046

Interest Earned $0 $27,455 $24,957 $24,841 $24,447 $18,303 $17,019 $14,235 $11,393 $8,761 $6,253 $4,399

Municipal Bond - Interest $0 $0 $0 $0 $0 $0 $492,100 $0 $0 $0 $0 $0 Municipal Bond - Principal $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Municipal Bond - Total $0 $0 $0 $0 $0 $0 $492,100 $0 $0 $0 $0 $0

Net Operating Cash Flow ($44,434) ($17,279) ($21,520) ($31,809) ($50,495) ($18,662) ($491,999) $43,862 $118,554 $176,119 $202,405 $172,445 Cummulative Cash Flow ($44,434) ($61,713) ($83,233) ($115,042) ($165,537) ($184,200) ($676,199) ($632,337) ($513,783) ($337,664) ($135,259) $37,186

Operating Expense Ratio 0% 0% 0% 0% 0% 0% 269% 163% 130% 107% 96% 130% Operating Income Ratio 0% 0% 0% 0% 0% 0% -169% -63% -30% -7% 4% -30%

Debt Service Coverage Ratio 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Rate of Return on Depreciated Assets -32.36% -11.55% -9.82% -6.36% -0.95% -0.30% 0.00% 0.43% 0.96% 1.21% 1.26% 1.00% Outstanding Debt Ratio to Assets 0.97 0.97 0.97 0.97 0.96 0.96 0.94 0.93 0.94 0.94 0.95 0.95

Cable Services Percentage of Total Revenue 0% 0% 0% 0% 0% 0% 87% 74% 66% 64% 62% 60% Telecom Services Percentage of Total Revenue 0% 0% 0% 0% 0% 0% 13% 26% 34% 36% 38% 40%

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 19 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Income Statement

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Subscriber Revenue $0 $0 $0 $0 $1,645 $49,115 $108,078 $207,173 $300,388 $383,450 $438,727 $485,059 Interest Earned $0 $27,455 $24,957 $24,841 $24,447 $18,303 $17,019 $14,235 $11,393 $8,761 $6,253 $4,399 Total Revenue $0 $27,455 $24,957 $24,841 $26,092 $67,418 $125,097 $221,408 $311,781 $392,211 $444,979 $489,458

Operating Expenses $44,434 $44,734 $46,477 $56,651 $76,587 $86,081 $124,996 $177,547 $193,227 $216,092 $242,575 $317,013 Depreciation Expense $767 $840 $1,234 $2,809 $29,834 $35,441 $45,077 $57,954 $70,309 $82,437 $91,798 $99,125 Property Tax Expense $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Operating Income ($45,201) ($18,119) ($22,754) ($34,618) ($80,329) ($54,103) ($44,976) ($14,093) $48,245 $93,682 $110,607 $73,320

Interest Expense $0 $0 $0 $0 $0 $0 $492,100 $0 $0 $0 $0 $0

Net Income ($45,201) ($18,119) ($22,754) ($34,618) ($80,329) ($54,103) ($537,076) ($14,093) $48,245 $93,682 $110,607 $73,320

Fund Transfer $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

Net Income After Fund Transfer ($45,201) ($18,119) ($22,754) ($34,618) ($80,329) ($54,103) ($537,076) ($14,093) $48,245 $93,682 $110,607 $73,320

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 21 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Additional Information

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Total Capital Expenditures $138,079 $13,125 $70,875 $283,500 $4,864,484 $1,009,266 $1,734,495 $2,317,975 $2,223,818 $2,183,085 $1,684,892 $1,318,967 Total Capital Expenditures to Date $138,079 $151,204 $222,079 $505,579 $5,370,063 $6,379,329 $8,113,825 $10,431,799 $12,655,617 $14,838,702 $16,523,594 $17,842,561 Total Capital Expenditures Per Video Customer $0 $0 $0 $0 $0 $0 $19,040 $12,239 $9,449 $8,125 $7,336 $6,912

Total Residential Plant Cost $138,079 $13,125 $70,875 $283,500 $4,864,484 $1,009,266 $1,734,495 $2,317,975 $2,223,818 $2,183,085 $1,684,892 $1,318,967 Total Residential Plant Cost to Date $138,079 $151,204 $222,079 $505,579 $5,370,063 $6,379,329 $8,113,825 $10,431,799 $12,655,617 $14,838,702 $16,523,594 $17,842,561

Total Plant Cost $138,079 $13,125 $70,875 $283,500 $4,864,484 $1,009,266 $1,734,495 $2,317,975 $2,223,818 $2,183,085 $1,684,892 $1,318,967 Total Plant Cost to Date $138,079 $151,204 $222,079 $505,579 $5,370,063 $6,379,329 $8,113,825 $10,431,799 $12,655,617 $14,838,702 $16,523,594 $17,842,561

Total Cost Per Residential Plant Mile $0 $0 $0 $0 $0 $0 $324,553 $231,818 $194,702 $174,573 $165,236 $159,309 Total Plant Cost Per Home Passed $0 $0 $0 $0 $0 $0 $4,564 $3,260 $2,738 $2,455 $2,324 $2,240 Total Plant Cost Per Customer $0 $0 $0 $0 $0 $0 $13,424 $9,588 $8,053 $7,221 $6,834 $6,589

Paid In Capital $100,000 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Paid in Capital $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000

Total Debt $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 EBITDA to Debt Multiple 0.00 0.00 $0 0.00 (276.48) (560.52) (1,224.74) 699.38 193.35 123.81 105.63 123.30 Debt Per Customer $0 $0 $0 $0 $0 $0 $48,621 $24,310 $15,470 $11,345 $9,199 $8,027 Accumulated Depreciation $767 $1,607 $2,841 $5,650 $35,483 $70,924 $116,001 $173,955 $244,264 $326,702 $418,499 $517,625 Depreciable Plant in Service and Inventory $137,312 $149,597 $219,238 $499,930 $5,334,580 $6,308,405 $7,997,824 $10,257,844 $12,411,353 $14,512,001 $16,105,095 $17,324,937

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 24 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Variables and Valuation

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Equity Additions $100,000 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Equity $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000

Debt Additions $20,720,000 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Municipal Bond Debt Before Principal Reduction $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 Municipal Bond Debt Reductions $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Municipal Bond Debt $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000

Municipal Bonds Available $20,720,000 $19,995,887 $19,965,483 $19,873,088 $19,557,779 $14,642,799 $13,614,871 $11,388,377 $9,114,264 $7,009,000 $5,002,034 $3,519,546 Municipal Bond Draw $624,113 $0 $0 $315,309 $4,914,980 $1,027,928 $2,226,495 $2,274,113 $2,105,264 $2,006,966 $1,482,488 $1,146,522 Cash on Hand $19,995,887 $19,965,483 $19,873,088 $19,557,779 $14,642,799 $13,614,871 $11,388,377 $9,114,264 $7,009,000 $5,002,034 $3,519,546 $2,373,025

Loans From Shareholders $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Preferred Stock $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Current Liabilities $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

Valuation Equity $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 Senior Debt $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 Sub Debt $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Loans From Shareholders $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Preferred Stock $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Current Liabilities $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Liabilities $20,820,000 $20,820,000 $20,820,000 $20,820,000 $20,820,000 $20,820,000 $20,820,000 $20,820,000 $20,820,000 $20,820,000 $20,820,000 $20,820,000

EBITDA ($44,434) ($44,734) ($46,477) ($56,651) ($74,943) ($36,966) ($16,918) $29,626 $107,161 $167,358 $196,152 $168,046

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 25 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Variables and Valuation (Cont.)

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Sale Price @ a Multiple of: 8 ($355,473) ($357,873) ($371,815) ($453,204) ($599,540) ($295,727) ($135,343) $237,009 $857,292 $1,338,864 $1,569,217 $1,344,365 End Cash $19,995,887 $19,965,483 $19,873,088 $19,557,779 $14,642,799 $13,614,871 $11,388,377 $9,114,264 $7,009,000 $5,002,034 $3,519,546 $2,373,025 Gross Profit ($1,179,586) ($1,212,390) ($1,318,727) ($1,715,425) ($6,776,741) ($7,500,856) ($9,566,966) ($11,468,727) ($12,953,708) ($14,479,102) ($15,731,236) ($17,102,610) Return on Equity 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% Annual Rate of Return 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% Return on Assets -5.7% -5.9% -6.4% -8.3% -33.0% -36.7% -48.0% -57.6% -64.9% -72.2% -78.0% -84.5% Annual Rate of Return on Depreciated Assets 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%

Total Video Customers 0 0 $0 0 0 122 426 852 1,339 1,826 2,253 2,581 Sales Price Per Video Customer $0 $0 $0 $0 $0 $0 ($318) $278 $640 $733 $697 $521 Total Cost Per Video Customer $0 $0 $0 $0 $0 $0 $48,855 $24,428 $15,545 $11,400 $9,243 $8,066 Profit (Loss) Per Video Customer $0 $0 $0 $0 $0 $0 ($49,173) ($24,150) ($14,905) ($10,667) ($8,546) ($7,545)

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 23 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Balance Sheet Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

ASSETS Current Assets Cash and cash equivalents $19,995,887 $19,965,483 $19,873,088 $19,557,779 $14,642,799 $13,614,871 $11,388,377 $9,114,264 $7,009,000 $5,002,034 $3,519,546 $2,373,025 Short Term Investments $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Receivable, Net $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Inventories, Net $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Other Current Assets $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Current Assets $19,995,887 $19,965,483 $19,873,088 $19,557,779 $14,642,799 $13,614,871 $11,388,377 $9,114,264 $7,009,000 $5,002,034 $3,519,546 $2,373,025 Fixed Assets Land and Buildings $0 $0 $20,000 $20,000 $20,000 $20,000 $20,000 $20,000 $20,000 $20,000 $20,000 $20,000 Leasehold Improvements $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Towers, Earth Stations and Headend Equipment $0 $0 $0 $0 $4,512,842 $4,512,842 $4,512,842 $4,512,842 $4,512,842 $4,512,842 $4,512,842 $4,512,842 Distribution Plant and Subscriber Drops $66,504 $66,504 $66,504 $66,504 $66,504 $667,503 $1,571,655 $2,792,495 $4,004,047 $5,215,598 $6,124,262 $6,851,193 Customer Premise Equipment $0 $0 $0 $0 $0 $331,947 $903,337 $1,845,525 $2,666,889 $3,489,022 $4,107,013 $4,602,635 Computer Equipment and Software $0 $0 $35,000 $115,000 $135,000 $135,000 $135,000 $135,000 $135,000 $135,000 $135,000 $135,000 Vehicles, Machines, Mobile Comm. and Other Equipment $52,500 $52,500 $52,500 $105,000 $192,500 $192,500 $332,500 $332,500 $367,500 $367,500 $402,500 $402,500 Test Equipment and Special Tools $0 $0 $0 $125,000 $125,000 $125,000 $125,000 $125,000 $130,000 $130,000 $135,000 $135,000 Furniture, Fixtures and Other Equipment $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Other Equipment $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Other Assets $19,075 $32,200 $48,075 $74,075 $318,217 $394,537 $513,490 $668,437 $819,339 $968,740 $1,086,977 $1,183,391 Less accumulated depreciation and amortization ($767) ($1,607) ($2,841) ($5,650) ($35,483) ($70,924) ($116,001) ($173,955) ($244,264) ($326,702) ($418,499) ($517,625) Total Fixed Assets $137,312 $149,597 $219,238 $499,930 $5,334,580 $6,308,405 $7,997,824 $10,257,844 $12,411,353 $14,512,001 $16,105,095 $17,324,937 Other Assets Other Assets $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Cost of Bond Financing & Insurance $541,600 $541,600 $541,600 $541,600 $541,600 $541,600 $541,600 $541,600 $541,600 $541,600 $541,600 $541,600 Total Assets $20,674,799 $20,656,680 $20,633,926 $20,599,308 $20,518,979 $20,464,876 $19,927,800 $19,913,707 $19,961,953 $20,055,635 $20,166,242 $20,239,561

LIABILITIES AND FUND EQUITY Current Liabilities Accounts Payable and accrued liabilities $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Due to other Funds $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Other Current Liabilities $0$0$0$0$0$0$0$0$0$0$0$0 Total Current Liabilities $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Long Term Debt Bonds Payable $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 Other Payables $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Long Term Debt $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 Total Liabilities $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 Fund Equity Reserved Funds: $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Reserved Funds $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Unreserved Funds: $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Designated Funds $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Undesignated Funds $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Unreserved Funds $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Fund Equity ($45,201) ($63,320) ($86,074) ($120,692) ($201,021) ($255,124) ($792,200) ($806,293) ($758,047) ($664,365) ($553,758) ($480,439) Total Liabilities and Fund Equity $20,674,799 $20,656,680 $20,633,926 $20,599,308 $20,518,979 $20,464,876 $19,927,800 $19,913,707 $19,961,953 $20,055,635 $20,166,242 $20,239,561

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 17 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Key Operating Statistics - Residential

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Monthly Revenue All Services Per Video Customer Video Services $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $51.86 $51.86 $51.86 $51.86 $51.86 $51.86 High Speed Data Access Services $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $5.79 $6.04 $6.32 $6.64 $7.00 $7.43 Telecommunications Service $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.54 $0.75 $0.75 $0.75 $0.75 Average Monthly Revenue All Services Per Video Customer $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $57.65 $58.44 $58.93 $59.25 $59.62 $60.04 Average Annual Revenue All Services Per Video Customer $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $691.79 $701.30 $707.19 $711.02 $715.38 $720.51 Average Monthly Revenue Per Telecommunications Customer $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $3.48 $3.42 $3.41 $3.41 $3.42 $3.41 Average Annual Revenue Per Telecommunications Customer $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $41.76 $41.06 $40.96 $40.92 $41.03 $40.91

Monthly Programming Expense Per Video Customer Basic Programming $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $13.23 $13.23 $13.23 $13.23 $13.23 $13.23 Premium Programming $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $5.28 $5.28 $5.28 $5.28 $5.28 $5.28 Pay Per View Programming $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $1.20 $1.20 $1.20 $1.20 $1.20 $1.20 Channel Guide $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.59 $0.30 $0.19 $0.14 $0.11 $0.10 Total Programming $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $20.30 $20.00 $19.90 $19.85 $19.82 $19.81

Monthly Operating Expense Per Video Customer Sales & Advertising Expense Per Video Customer $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $24.15 $12.18 $7.75 $5.69 $4.57 $3.97 Field & Technical $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $69.90 $35.55 $26.73 $18.59 $16.29 $22.50 General & Administrative $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $40.29 $25.91 $20.18 $17.26 $14.53 $28.57 Total Operating Expense $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $134.34 $73.65 $54.66 $41.54 $35.40 $55.03

Monthly Telecommunications Oper Exp Per Video Customer Cost of Goods Sold $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $1.51 $0.76 $0.55 $0.48 $0.44 $0.42 Facility Based $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $22.09 $9.21 $5.20 $3.88 $3.90 $3.66 Commercial & Marketing $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $4.87 $10.41 $3.12 $2.32 $1.49 $1.10 Administrative $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $3.63 $1.32 $0.73 $0.54 $0.43 $0.38 Total Telecommunications Oper Exp Per Video Customer $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $32.11 $21.70 $9.60 $7.21 $6.27 $5.57

Monthly Cash Flow All Services Per Video Cust $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 ($129.10) ($56.90) ($25.23) ($9.34) ($1.87) ($20.36)

Monthly Revenue/Expenses Per Channel Total Channels $131.00 $131.00 $131.00 $131.00 $131.00 $131.00 $131.00 $131.00 $131.00 $131.00 $131.00 $131.00 Revenue Per Sub Per Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.44 $0.45 $0.45 $0.45 $0.46 $0.46 Programming Exp. Per Sub Per Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.15 $0.15 $0.15 $0.15 $0.15 $0.15

Monthly Telecommunications Oper Exp Per Telecommunications Customer Cost of Goods Sold $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $9.69 $3.45 $2.49 $2.16 $2.01 $1.91 Facility Based $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $141.64 $41.90 $23.54 $17.58 $17.67 $16.59 Commercial & Marketing $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $31.21 $47.36 $14.09 $10.50 $6.78 $5.00 Administrative $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $23.30 $6.00 $3.31 $2.43 $1.97 $1.72 Total Telecommunications Oper Exp Per Telecommunications C $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $205.84 $98.70 $43.43 $32.68 $28.43 $25.20

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 18 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Key Operating Statistics - Commercial

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12 Monthly Revenue Per Customer Per Service Average Video Service Per Video Service Unit $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $8.00 $64.58 $64.58 $64.58 $64.58 $64.58 Average High Speed Data Revenue Per Data Customer $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $219.10 $63.92 $63.92 $63.92 $63.92 $63.92 Average Telecommunications Revenue Per Telecommunication $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $131.38 $65.59 $58.98 $59.20 $58.42 $58.79

Monthly Expense Per Customer Per Service Programming Expense Per Video Service Unit $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $4.30 $4.30 $4.30 $4.30 $4.30 $4.30 High Speed Data Expense Per Data Customer $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $47.16 $37.15 $32.53 $34.73 $33.01 $29.56 Telecommunications Expenses Per Telecommunications Custom $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $7,245.55 $1,376.59 $507.79 $383.49 $328.50 $293.82

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 28 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Selling & Advertising - Residential

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Salaries - Sales $3,635 $3,635 $3,635 $3,635 $3,635 $3,635 $3,635 $3,635 $3,635 $3,635 $3,635 $3,635 Sales Commissions $0 $0 $0 $1,818 $1,818 $1,818 $1,818 $1,818 $1,818 $1,818 $1,818 $1,818 Payroll Taxes $593 $593 $593 $889 $889 $889 $889 $889 $889 $889 $889 $889 Benefits $1,854 $1,854 $1,854 $1,854 $1,854 $1,854 $1,854 $1,854 $1,854 $1,854 $1,854 $1,854 Advertising & Promotions $800 $800 $800 $800 $800 $800 $800 $800 $800 $800 $800 $800 Direct Mail $200 $200 $200 $200 $200 $200 $200 $200 $200 $200 $200 $200 Sales Materials $0 $0 $0 $0 $0 $121 $182 $243 $243 $244 $184 $148 Support Materials $0 $0 $0 $0 $0 $60 $91 $121 $122 $122 $92 $74 Graphic Design $125 $125 $125 $125 $125 $125 $125 $125 $125 $125 $125 $125 Office Supplies/Postage $75 $75 $75 $75 $75 $75 $75 $75 $75 $75 $75 $75 Training & Seminars $100 $100 $100 $100 $100 $100 $100 $100 $100 $100 $100 $100 Travel & Entertainment $50 $50 $50 $50 $50 $50 $50 $50 $50 $50 $50 $50 Miscellaneous $400 $400 $400 $400 $400 $400 $400 $400 $400 $400 $400 $400 Total Sales & Marketing Expenses $7,832 $7,832 $7,832 $9,947 $9,947 $10,128 $10,219 $10,310 $10,311 $10,312 $10,222 $10,169 Total Sales & Marketing Expense Allocation $7,832 $7,832 $7,832 $9,947 $9,947 $10,128 $10,219 $10,310 $10,311 $10,312 $10,222 $10,169

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 41 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Sales and Marketing Variables

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12 Sales and Marketing Employees and Contractors Marketing and Sales Manager 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Sales Clerks 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 In-House Field Representatives 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Contract Field Representatives 0.00 0.00 0.00 0.00 0.00 0.00 4.00 5.00 5.00 5.00 4.00 3.00 Total Sales and Marketing Employees and Contractors 1.25 1.25 1.25 1.25 1.25 1.25 5.25 6.25 6.25 6.25 5.25 4.25

Sales and Marketing Employees and Contractors Marketing and Sales Manager $3,125 $3,125 $3,125 $3,125 $3,125 $3,125 $3,125 $3,125 $3,125 $3,125 $3,125 $3,125 Sales Clerks $510 $510 $510 $510 $510 $510 $510 $510 $510 $510 $510 $510 In-House Field Representatives $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Contract Field Representatives $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Sales and Marketing Salary & Wages $3,635 $3,635 $3,635 $3,635 $3,635 $3,635 $3,635 $3,635 $3,635 $3,635 $3,635 $3,635

Vehicles 000000000000

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 29 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Field & Technical Expenses - Residential

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Salaries - Technical $7,708 $7,708 $7,708 $7,708 $14,667 $14,667 $14,667 $14,667 $17,208 $15,813 $17,208 $29,708 Payroll Taxes $1,257 $1,257 $1,257 $1,257 $2,392 $2,392 $2,392 $2,392 $2,807 $2,579 $2,807 $4,845 Benefits $3,931 $3,931 $3,931 $3,931 $7,480 $7,480 $7,480 $7,480 $8,776 $8,064 $8,776 $15,151 Pole Rental $0 $0 $0 $0 $0 $94 $235 $424 $612 $800 $941 $1,054 Plant Repairs & Maintenance $0 $0 $0 $0 $0 $60 $150 $270 $390 $510 $600 $672 Equipment Repairs & Maintenance $175 $175 $175 $175 $175 $175 $175 $175 $175 $175 $175 $175 Converter Maintenance $175 $175 $175 $175 $175 $175 $175 $175 $175 $175 $175 $175 Vehicle Expense $713 $713 $713 $713 $1,900 $1,900 $1,900 $1,900 $2,375 $2,375 $2,375 $2,375 Mobile Communications $300 $300 $300 $300 $800 $800 $800 $800 $1,000 $1,000 $1,000 $1,000 Supplies - Technical,Engineering, Drafting, etc. $150 $150 $150 $150 $150 $150 $150 $150 $150 $150 $150 $150 Training & Seminars $100 $100 $100 $100 $100 $100 $100 $100 $100 $100 $100 $100 Tools & Equipment $100 $100 $100 $100 $100 $100 $100 $100 $100 $100 $100 $100 Utilities - Power Supplies $0 $0 $0 $0 $0 $100 $250 $450 $650 $850 $1,000 $1,120 Utilities - Headend $500 $500 $500 $500 $500 $500 $500 $500 $500 $500 $500 $500 Property Damage $50 $50 $50 $50 $50 $50 $50 $50 $50 $50 $50 $50 Uniforms $38 $38 $38 $38 $100 $100 $100 $100 $125 $125 $125 $125 Office Supplies $100 $100 $100 $100 $100 $100 $100 $100 $100 $100 $100 $100 Miscellaneous $250 $250 $250 $250 $250 $250 $250 $250 $250 $250 $250 $250 Total Field & Technical Expenses $15,547 $15,547 $15,547 $15,547 $28,939 $29,193 $29,574 $30,082 $35,543 $33,716 $36,432 $57,651 Total Field & Technical Expense Allocation $15,547 $15,547 $15,547 $15,547 $28,939 $29,193 $29,574 $30,082 $35,543 $33,716 $36,432 $57,651

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 42 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Field & Technical Variables

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12 Field & Technical Employees and Contractors Technical Manager (s) 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Headend Technicians 0.00 0.00 0.00 0.00 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50 Construction Manager/Plant Manager 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50 Broadband Service Technicians 0.00 0.00 0.00 0.00 1.00 1.00 1.00 1.00 1.50 1.50 1.50 1.50 Telecom Service Technicians 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Installer/Service Technician 0.00 0.00 0.00 0.00 1.00 1.00 1.00 1.00 1.50 1.50 1.50 1.50 High Speed Data Technician 0.00 0.00 0.00 1.50 1.50 1.50 1.50 1.50 1.50 1.50 1.50 1.50 Contract Installers 0.00 0.00 0.00 0.00 0.00 0.00 4.00 5.00 5.00 5.00 4.00 3.00 Total Field & Technical Employees and Contractors 1.50 1.50 1.50 3.00 5.50 5.50 9.50 10.50 11.50 11.50 10.50 9.50

Field & Technical Salary & Wages & Bonus Technical Manager (s) $5,417 $5,417 $5,417 $5,417 $5,417 $5,417 $5,417 $5,417 $5,417 $5,417 $5,417 $15,417 Headend Technicians $0 $0 $0 $0 $1,875 $1,875 $1,875 $1,875 $1,875 $1,875 $1,875 $4,375 Construction Manager/Plant Manager $2,292 $2,292 $2,292 $2,292 $2,292 $2,292 $2,292 $2,292 $2,292 $2,292 $2,292 $2,292 Broadband Service Technicians $0 $0 $0 $0 $2,792 $2,792 $2,792 $2,792 $4,188 $2,792 $4,188 $4,188 Telecom Service Technicians $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Installer/Service Technician $0 $0 $0 $0 $2,292 $2,292 $2,292 $2,292 $3,438 $3,438 $3,438 $3,438 High Speed Data Technician $0 $0 $0 $4,063 $4,063 $4,063 $4,063 $4,063 $4,063 $4,063 $4,063 $4,063 Total Field & Technical Salary & Wages $7,708 $7,708 $7,708 $7,708 $14,667 $14,667 $14,667 $14,667 $17,208 $15,813 $17,208 $29,708 High Speed Data Salary & Wages $0 $0 $0 $4,063 $4,063 $4,063 $4,063 $4,063 $4,063 $4,063 $4,063 $4,063

Vehicles - Field & Technical 222244445555 Vehicles - High Speed Data 000222222222

Attributable Technical Salary & Wage Expenses Cable Services Salary & Wages Allocated 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% Telecom Salary & Wages Allocated to Cable Services 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 87.30% 73.84% 66.48% 64.36% 61.66% 60.31% Additional Allocation - 1 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Additional Allocation - 2 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 30 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 G & A Expenses - Residential

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Salaries & Wages $4,271 $4,271 $5,313 $5,313 $5,313 $9,479 $9,479 $9,479 $9,479 $9,479 $9,479 $31,979 Payroll Taxes $697 $697 $866 $866 $866 $1,546 $1,546 $1,546 $1,546 $1,546 $1,546 $5,216 Benefits $2,178 $2,178 $2,709 $2,709 $2,709 $4,834 $4,834 $4,834 $4,834 $4,834 $4,834 $16,309 Contract Labor $200 $200 $200 $200 $200 $200 $200 $200 $200 $200 $200 $200 Consulting $200 $200 $200 $200 $200 $200 $200 $200 $200 $200 $200 $200 Vehicle Expense $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Travel & Entertainment $100 $100 $100 $100 $100 $100 $100 $100 $100 $100 $100 $100 Training & Seminars $50 $50 $50 $50 $50 $50 $50 $50 $50 $50 $50 $50 Bank Charges $50 $50 $50 $50 $50 $50 $50 $50 $50 $50 $50 $50 Security $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Contributions $50 $50 $50 $50 $50 $50 $50 $50 $50 $50 $50 $50 Bad Debt $0 $0 $0 $0 $0 $139 $487 $974 $1,531 $2,088 $2,575 $2,950 Uniforms $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Insurance $1,350 $1,350 $1,350 $1,350 $1,350 $1,350 $1,350 $1,350 $1,350 $1,350 $1,350 $1,350 Utilities $350 $350 $350 $350 $350 $350 $350 $350 $350 $350 $350 $350 Postage $150 $150 $150 $150 $150 $150 $150 $150 $150 $150 $150 $150 Copyright Fees $0 $0 $0 $0 $0 $1 $5 $10 $16 $22 $27 $31 Franchise Fees $0 $0 $0 $0 $0 $313 $1,097 $2,194 $3,448 $4,702 $5,799 $6,645 FCC Regulatory Fee $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Sales Tax $0 $0 $0 $0 $0 $376 $1,316 $2,633 $4,138 $5,642 $6,959 $7,974 Billing Service $0 $0 $0 $0 $0 $242 $846 $1,692 $2,660 $3,627 $4,473 $5,126 Answering Service $300 $300 $300 $300 $300 $300 $300 $300 $300 $300 $300 $300 Dues & Subscriptions $75 $75 $75 $75 $75 $75 $75 $75 $75 $75 $75 $75 Rent $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Telecommunications $325 $325 $325 $325 $325 $325 $325 $325 $325 $325 $325 $325 Office Supplies $125 $125 $125 $125 $125 $125 $125 $125 $125 $125 $125 $125 Repair & Maint. $100 $100 $100 $100 $100 $100 $100 $100 $100 $100 $100 $100 Office Equipment $100 $100 $100 $100 $100 $100 $100 $100 $100 $100 $100 $100 Subs/Research $25 $25 $25 $25 $25 $25 $25 $25 $25 $25 $25 $25 Taxes & Licenses $150 $150 $150 $150 $150 $150 $150 $150 $150 $150 $150 $150 Accounting $200 $200 $200 $200 $200 $200 $200 $200 $200 $200 $200 $200 Legal $300 $300 $300 $300 $300 $300 $300 $300 $300 $300 $300 $300 Property Taxes $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Janitorial Services $125 $125 $125 $125 $125 $125 $125 $125 $125 $125 $125 $125 Computer Repair $125 $125 $125 $125 $125 $125 $125 $125 $125 $125 $125 $125 Miscellaneous $300 $300 $300 $300 $300 $300 $300 $300 $300 $300 $300 $300 Telecom Allocation $0 $0 $0 $0 $0 $0 ($7,314) ($6,186) ($5,569) ($5,392) ($7,938) ($7,764) Management Entity Allocation $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total G & A Expenses $11,896 $11,896 $13,638 $13,638 $13,638 $21,682 $17,048 $21,928 $26,832 $31,298 $32,504 $73,217 Total G & A Expense Allocation $11,896 $11,896 $13,638 $13,638 $13,638 $21,682 $17,048 $21,928 $26,832 $31,298 $32,504 $73,217

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 43 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 G & A Variables

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12 G & A Employees General Managers 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 Office Manager 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 MIS Director 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 Accountant 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 Customer Service Representatives 0.00 0.00 0.00 0.00 0.00 2.00 2.00 2.00 2.00 2.00 2.00 2.00 Support Staff 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50 Total G & A Employees 1.50 1.50 1.50 1.50 1.50 3.50 3.50 3.50 3.50 3.50 3.50 3.50

G & A Salary & Wages General Managers $1,563 $1,563 $1,563 $1,563 $1,563 $1,563 $1,563 $1,563 $1,563 $1,563 $1,563 $24,063 Office Manager $938 $938 $938 $938 $938 $938 $938 $938 $938 $938 $938 $938 MIS Director $1,146 $1,146 $1,146 $1,146 $1,146 $1,146 $1,146 $1,146 $1,146 $1,146 $1,146 $1,146 Accountant $625 $625 $625 $625 $625 $625 $625 $625 $625 $625 $625 $625 Customer Service Representatives $0 $0 $0 $0 $0 $4,167 $4,167 $4,167 $4,167 $4,167 $4,167 $4,167 Support Staff $0 $0 $1,042 $1,042 $1,042 $1,042 $1,042 $1,042 $1,042 $1,042 $1,042 $1,042 Total G & A Salary & Wages $4,271 $4,271 $5,313 $5,313 $5,313 $9,479 $9,479 $9,479 $9,479 $9,479 $9,479 $31,979

Vehicles 111111111111

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 27 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Programming & Related Exp. - Residential

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12 Limited Basic Service $0 $0 $0 $0 $0 $80 $279 $558 $878 $1,197 $1,476 $1,691 Standard Basic Service $0 $0 $0 $0 $0 $1,519 $5,317 $10,634 $16,711 $22,788 $28,105 $32,206 Pay Programming $0 $0 $0 $0 $0 $639 $2,235 $4,470 $7,024 $9,578 $11,813 $13,537 PPV Programming $0 $0 $0 $0 $0 $145 $508 $1,015 $1,596 $2,176 $2,684 $3,075 Guide Channels $0 $0 $0 $250 $250 $250 $250 $250 $250 $250 $250 $250 Total Programming Expense $0 $0 $0 $250 $250 $2,633 $8,589 $16,928 $26,458 $35,988 $44,327 $50,760

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 40 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Capital Expenditures

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Strand Mapping, Permitting, Engineering and Design $66,504 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Project Consulting $12,500 $12,500 $12,500 $12,500 $12,500 $12,500 $12,500 $12,500 $12,500 $12,500 $12,500 $12,500 Aerial Make Ready Engineering $0 $0 $0 $0 $0 $1,739 $2,609 $3,479 $3,479 $3,479 $2,609 $2,087 Aerial Make Ready $0 $0 $0 $0 $0 $18,822 $28,233 $37,644 $37,644 $37,644 $28,233 $22,587 Aerial Strand Labor $0 $0 $0 $0 $0 $8,697 $13,045 $17,393 $17,393 $17,393 $13,045 $10,436 Aerial Strand, Hardware & Materials $0 $0 $0 $0 $0 $8,557 $12,836 $17,114 $17,114 $17,114 $12,836 $10,268 Wave7 Optical Cores and Taps $0 $0 $0 $0 $0 $240,518 $360,777 $481,036 $481,036 $481,036 $360,777 $288,621 Fiber Cable $0 $0 $0 $0 $0 $42,055 $63,083 $84,110 $84,110 $84,110 $63,083 $50,466 Fiber Labor $0 $0 $0 $0 $0 $27,456 $41,184 $54,912 $54,912 $54,912 $41,184 $32,947 Underground Plant Labor $0 $0 $0 $0 $0 $132,774 $199,160 $265,547 $265,547 $265,547 $199,160 $159,328 Fiber Splicing $0 $0 $0 $0 $0 $33,062 $49,593 $66,124 $66,124 $66,124 $49,593 $39,674 Customer Premise Install Labor & Materials - Residential $0 $0 $0 $0 $0 $67,551 $101,326 $135,101 $135,101 $135,101 $101,326 $81,061 Customer Premise Install Labor & Materials - Commercial $0 $0 $0 $0 $0 $0 $2,654 $18,842 $9,554 $9,554 $7,165 $5,732 Headend Video Electronics $0 $0 $0 $0 $1,449,429 $0 $0 $0 $0 $0 $0 $0 Headend Building, Tower & Generator $0 $0 $0 $0 $569,180 $0 $0 $0 $0 $0 $0 $0 Digital Headend Equipment $0 $0 $0 $0 $474,054 $0 $0 $0 $0 $0 $0 $0 Headend Optoelectronics $0 $0 $0 $0 $638,391 $0 $0 $0 $0 $0 $0 $0 Hotel/Motel Rewiring - Labor & Materials $0 $0 $0 $0 $0 $19,769 $29,653 $39,537 $39,537 $39,537 $29,653 $23,722 Customer Premise Equipment $0 $0 $0 $0 $0 $3,247 $4,871 $6,494 $6,494 $6,494 $4,871 $3,896 Digital Customer Premise Equipment $0 $0 $0 $0 $0 $71,964 $107,946 $143,928 $143,928 $143,928 $107,946 $86,357 Telephone Switch & Data Equipment $0 $0 $0 $0 $1,381,788 $0 $0 $0 $0 $0 $0 $0 Wave7 Customer Premise - Residential $0 $0 $0 $0 $0 $250,332 $375,497 $500,663 $500,663 $500,663 $375,497 $300,398 Wave7 Customer Premise - Commercial $0 $0 $0 $0 $0 $0 $73,085 $277,334 $155,742 $155,742 $116,806 $93,445 High Speed Data Installation - Residential $0 $0 $0 $0 $0 $2,944 $4,801 $6,849 $7,617 $8,385 $7,681 $7,374 High Speed Data Installation - Commercial $0 $0 $0 $0 $0 $3,460 $5,190 $6,920 $6,920 $6,920 $5,190 $4,152 Office Building, Land, Studio, Furniture & Office Equipment $0 $0 $20,000 $0 $0 $0 $0 $0 $0 $0 $0 $0 Computer Equipment & Billing System Software $0 $0 $35,000 $80,000 $20,000 $0 $0 $0 $0 $0 $0 $0 Marketing & Sales - Video $0 $0 $0 $0 $0 $12,572 $18,858 $25,144 $25,144 $25,144 $18,858 $15,087 Marketing & Sales - Data $0 $0 $0 $0 $0 $3,187 $5,000 $6,923 $7,361 $7,800 $6,646 $6,019 Special Project Fund $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Fusion Splicer and Splicing Equipment $0 $0 $0 $60,000 $0 $0 $0 $0 $0 $0 $0 $0 Tools, Test Equipment and Spare Equipment $0 $0 $0 $65,000 $0 $0 $0 $0 $5,000 $0 $5,000 $0 Vehicles and Mobile Communications $52,500 $0 $0 $52,500 $87,500 $0 $140,000 $0 $35,000 $0 $35,000 $0 Total $131,504 $12,500 $67,500 $270,000 $4,632,842 $961,205 $1,651,900 $2,207,595 $2,117,922 $2,079,129 $1,604,659 $1,256,159 Contingency $6,575 $625 $3,375 $13,500 $231,642 $48,060 $82,595 $110,380 $105,896 $103,956 $80,233 $62,808 State Sales Tax $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Capital Expenditures $138,079 $13,125 $70,875 $283,500 $4,864,484 $1,009,266 $1,734,495 $2,317,975 $2,223,818 $2,183,085 $1,684,892 $1,318,967 Total Capital Expenditures to Date $138,079 $151,204 $222,079 $505,579 $5,370,063 $6,379,329 $8,113,825 $10,431,799 $12,655,617 $14,838,702 $16,523,594 $17,842,561

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 14 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Plant Statistics

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Total Plant Miles to Construct Geneva, Illinois 102.00 102.00 102.00 102.00 102.00 92.00 77.00 57.00 37.00 17.00 2.00 0 Phase II Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase III Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Total Plant Miles to Construct 102.00 102.00 102.00 102.00 102.00 92.00 77.00 57.00 37.00 17.00 2.00 0.00

Residential Plant Miles - Constructed Geneva, Illinois 0.00 0.00 0.00 0.00 0.00 10.00 15.00 20.00 20.00 20.00 15.00 12.00 Phase II Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase III Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Total Residential Plant Miles - Constructed 0.00 0.00 0.00 0.00 0.00 10.00 15.00 20.00 20.00 20.00 15.00 12.00

Residential Plant Miles - End Geneva, Illinois 0.00 0.00 0.00 0.00 0.00 10.00 25.00 45.00 65.00 85.00 100.00 112.00 Phase II Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase III Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Total Residential Plant Miles - End 0.00 0.00 0.00 0.00 0.00 10.00 25.00 45.00 65.00 85.00 100.00 112.00

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 15 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Plant Statistics (Cont.)

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12 Commercial Plant Miles - Begin Geneva, Illinois 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase II Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase III Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Total Commercial Plant Miles - Begin 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Commercial Plant Miles - Constructed Geneva, Illinois 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase II Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase III Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Total Commercial Plant Miles - Constructed 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Commercial Plant Miles - End Geneva, Illinois 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase II Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase III Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Total Commercial Plant Miles - End 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Plant Miles Total Plant Miles - Begin 0.00 0.00 0.00 0.00 0.00 0.00 10.00 25.00 45.00 65.00 85.00 100.00 Total Plant Miles - Constructed 0.00 0.00 0.00 0.00 0.00 10.00 15.00 20.00 20.00 20.00 15.00 12.00 Total Plant Miles - End 0.00 0.00 0.00 0.00 0.00 10.00 25.00 45.00 65.00 85.00 100.00 112.00

Total Construction Footage 0000052,800 79,200 105,600 105,600 105,600 79,200 63,360 % of Outside Plant - Aerial 47% 47% 47% 47% 47% 47% 47% 47% 47% 47% 47% 47% % of Outside Plant - Underground 53% 53% 53% 53% 53% 53% 53% 53% 53% 53% 53% 53% Aerial Construction Footage 0000024,848 37,272 49,695 49,695 49,695 37,272 29,817 Underground Construction Footage 0000027,952 41,928 55,905 55,905 55,905 41,928 33,543

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 16 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Homes and Customers Per Mile

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Residential Homes Passed Per Mile Geneva, Illinois 71.11 71.11 71.11 71.11 71.11 71.11 71.11 71.11 71.11 71.11 71.11 71.11 Phase II Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase III Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Average Homes Passed Per Mile 0.00 0.00 0.00 0.00 0.00 0.00 71.11 71.11 71.11 71.11 71.11 71.11

Customers Per Mile 0.00 0.00 0.00 0.00 0.00 0.00 24.18 24.18 24.18 24.18 24.18 24.18

Commercial Units Passed Per Mile Geneva, Illinois 17.19 17.19 17.19 17.19 17.19 17.19 17.19 17.19 17.19 17.19 17.19 17.19 Phase II Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase III Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Active Commercial Units Pass/Mile 0.00 0.00 0.00 0.00 0.00 0.00 0.86 0.86 0.86 0.86 0.86 0.86

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 6 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Homes Passed - Customers

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Add Serviceable Homes Passed Total & by Franchise Area Begin Homes Passed 0000007111,778 3,200 4,622 6,044 7,111 Geneva, Illinois 000007111,067 1,422 1,422 1,422 1,067 853 Phase II Service Area 000000000000 Phase III Service Area 000000000000 Total Add Serviceable Homes Passed 000007111,067 1,422 1,422 1,422 1,067 853 End Homes Passed 000007111,778 3,200 4,622 6,044 7,111 7,964

Total Potenial Homes Passed by Franchise Area Geneva, Illinois 000007111,778 3,200 4,622 6,044 7,111 7,964 Phase II Service Area 000000000000 Phase III Service Area 000000000000 End Homes Passed 000007111,778 3,200 4,622 6,044 7,111 7,964

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 7 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Homes Passed - Customers (Cont.)

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

End Customers by Franchise Area Geneva, Illinois 000002426041,088 1,572 2,055 2,418 2,708 Phase II Service Area 000000000000 Phase III Service Area 000000000000 Total Customers 000002426041,088 1,572 2,055 2,418 2,708

Average Customers by Franchise Area Geneva, Illinois 000001214238461,330 1,813 2,236 2,563 Phase II Service Area 000000000000 Phase III Service Area 000000000000 Total Average Customers 000001214238461,330 1,813 2,236 2,563

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 8 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Homes Passed - Customers (Cont.)

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Average Customers Percentage by Franchise Area Geneva, Illinois 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% Phase II Service Area 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Phase III Service Area 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

New Plant Extensions Homes Constructed Geneva, Illinois 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% Phase II Service Area 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% Phase III Service Area 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% Video Service Penetration - New Construction All 34.0% 34.0% 34.0% 34.0% 34.0% 34.0% 34.0% 34.0% 34.0% 34.0% 34.0% 34.0%

Video Service Penetration - Overall 0.0% 0.0% 0.0% 0.0% 0.0% 34.0% 34.0% 34.0% 34.0% 34.0% 34.0% 34.0%

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 9 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Homes Passed - Customers (Cont.)

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

New Construction Video Service Installs Geneva, Illinois 00000242363484484484363290 Phase II Service Area 000000000000 Phase III Service Area 000000000000 Total New Construction Video Service Installs 00000242363484484484363290

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 10 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Homes Passed - Customers (Cont.)

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Video Services Reconnects Geneva, Illinois 000000123456 Phase II Service Area 000000000000 Phase III Service Area 000000000000 Total Basic Video Service Reconnects 000000123456

Video Services Disconnects Geneva, Illinois 000000123456 Phase II Service Area 000000000000 Phase III Service Area 000000000000 Total Basic Video Service Disconnects 000000123456

Video Service Customers Begin Basic Video Service Customers 0000002426041,088 1,572 2,055 2,418 Net Add Basic Video Service Customers 00000242363484484484363290 End Basic Video Service Customers 000002426041,088 1,572 2,055 2,418 2,708 Average Basic Video Service Customers 000001214238461,330 1,813 2,236 2,563

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 11 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Homes Passed - Customers (Cont.)

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

High Speed Data Customers Begin High Speed Data Customers 0000003388165251345431 Add High Speed Data Customers 0000034557887968884 High Speed Data Disconnects 000000011223 End High Speed Data Customers 000003388165251345431513 Average High Speed Data Customers 000001761127208298388472 High Speed Data Penetration to Homes Passed 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 4.94% 5.17% 5.43% 5.71% 6.06% 6.44% High Speed Data Penetration to Subscribers 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 14.54% 15.20% 15.98% 16.80% 17.82% 18.93%

Commercial Customers Passed Begin Commercial Units Passed 0000001724307741,117 1,461 1,719 Geneva, Illinois 00000172258344344344258206 Phase II Service Area 000000000000 Phase III Service Area 000000000000 End Commercial Units Passed 000001724307741,117 1,461 1,719 1,925 Total Add Commercial Unites Passed 00000172258344344344258206

Video Service Penetration - Commercial Units 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% Begin Commercial Unit Video Customers 00000092139567386 Commercial Units Video Added Customers 000009131717171310 Ending Commercial Video Units Customers 000009213956738696 Average Commercial Video Units 000004153047648091 Average Commercial Video Penetration to Units Passed 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 3.5% 3.9% 4.2% 4.4% 4.6% 4.7% Average FCC Equivalent Commercial Units 0000013610131618

Total Average Equivalent Video Customers 000001224268521,339 1,826 2,253 2,581

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 46 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Service Penetration

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Basic 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% Expanded Basic 97.00% 97.00% 97.00% 97.00% 97.00% 97.00% 97.00% 97.00% 97.00% 97.00% 97.00% 97.00% Business Basic 0.20% 0.20% 0.20% 0.20% 0.20% 0.20% 0.20% 0.20% 0.20% 0.20% 0.20% 0.20% Line Maintenance Plan 65.00% 65.00% 65.00% 65.00% 65.00% 65.00% 65.00% 65.00% 65.00% 65.00% 65.00% 65.00% Set Top with Remote 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% Additional Digital Converter 7.00% 7.00% 7.00% 7.00% 7.00% 7.00% 7.00% 7.00% 7.00% 7.00% 7.00% 7.00% HBO Analog Only 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% HBO Digital Group 8.00% 8.00% 8.00% 8.00% 8.00% 8.00% 8.00% 8.00% 8.00% 8.00% 8.00% 8.00% Cinemax Digital Group 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% Showtime Digital Group 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% The Movie Channel Digital Group 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% Starz/Encore Group 12.50% 12.50% 12.50% 12.50% 12.50% 12.50% 12.50% 12.50% 12.50% 12.50% 12.50% 12.50% Encore 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Showtime Digital Combo (Show, TMC, Flix & Sundance) 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% HBO Digital Group/Cinemax Digital Group 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% Digital Basic Tier with Music Choice 24.00% 24.00% 24.00% 24.00% 24.00% 24.00% 24.00% 24.00% 24.00% 24.00% 24.00% 24.00% Video on Demand Movies & Events 11.00% 11.00% 11.00% 11.00% 11.00% 11.00% 11.00% 11.00% 11.00% 11.00% 11.00% 11.00% Advertising Sales 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% Open 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Open 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Open 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Late Charges 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% Pay Per View Movies 40.00% 40.00% 40.00% 40.00% 40.00% 40.00% 40.00% 40.00% 40.00% 40.00% 40.00% 40.00% Pay Per View Channels 666666666666

Commercial Basic 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% Commercial HBO 20.00% 20.00% 20.00% 20.00% 20.00% 20.00% 20.00% 20.00% 20.00% 20.00% 20.00% 20.00% Commercial Pay Per View 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 47 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Service Penetration (Cont.)

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Residential Standard High Speed Data - Level 1 0.75% 0.75% 0.75% 0.75% 0.75% 0.75% 0.75% 0.75% 0.75% 0.75% 0.75% 0.75% Silver High Speed Data - Level 2 1.95% 1.95% 1.95% 1.95% 1.95% 1.95% 1.95% 1.95% 1.95% 1.95% 1.95% 1.95% Gold & Platnimum High Speed Data - Level 3 1.42% 1.42% 1.42% 1.42% 1.42% 1.42% 1.42% 1.42% 1.42% 1.42% 1.42% 1.42% High Speed Data - New Installations - New Market 4.12% 4.12% 4.12% 4.12% 4.12% 4.12% 4.12% 4.12% 4.12% 4.12% 4.12% 4.12%

High Speed Data - Level 1 - Remarket 0.11% 0.11% 0.11% 0.11% 0.11% 0.11% 0.11% 0.11% 0.11% 0.11% 0.11% 0.11% High Speed Data - Level 2 - Remarket 0.29% 0.29% 0.29% 0.29% 0.29% 0.29% 0.29% 0.29% 0.29% 0.29% 0.29% 0.29% High Speed Data - Level 3 - Remarket 0.21% 0.21% 0.21% 0.21% 0.21% 0.21% 0.21% 0.21% 0.21% 0.21% 0.21% 0.21% High Speed Data - New Installations - Remarket 0.62% 0.62% 0.62% 0.62% 0.62% 0.62% 0.62% 0.62% 0.62% 0.62% 0.62% 0.62%

High Speed Data Penetration to Homes Passed 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 4.94% 5.17% 5.43% 5.71% 6.06% 6.44% Residential Modem Rental 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

Commercial Standard Business High Speed Data - Level 1 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% Standard Business High Speed Data - Level 2 0.98% 0.98% 0.98% 0.98% 0.98% 0.98% 0.98% 0.98% 0.98% 0.98% 0.98% 0.98% Business Plus High Speed Data - Level 1 1.46% 1.46% 1.46% 1.46% 1.46% 1.46% 1.46% 1.46% 1.46% 1.46% 1.46% 1.46% Business Plus High Speed Data - Level 2 1.95% 1.95% 1.95% 1.95% 1.95% 1.95% 1.95% 1.95% 1.95% 1.95% 1.95% 1.95% Business Elite High Speed Data - Level 1 2.43% 2.43% 2.43% 2.43% 2.43% 2.43% 2.43% 2.43% 2.43% 2.43% 2.43% 2.43% Business Elite High Speed Data - Level 2 2.91% 2.91% 2.91% 2.91% 2.91% 2.91% 2.91% 2.91% 2.91% 2.91% 2.91% 2.91% Direct Business High Speed Data - Level 1 3.39% 3.39% 3.39% 3.39% 3.39% 3.39% 3.39% 3.39% 3.39% 3.39% 3.39% 3.39% Direct Business High Speed Data - Level 2 3.88% 3.88% 3.88% 3.88% 3.88% 3.88% 3.88% 3.88% 3.88% 3.88% 3.88% 3.88% Commercial High Speed Data - New Installations 17.50% 17.50% 17.50% 17.50% 17.50% 17.50% 17.50% 17.50% 17.50% 17.50% 17.50% 17.50% Commercial High Speed Data - To Units Passed 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 17.50% 17.50% 17.50% 17.50% 17.50% 17.50%

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 44 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Customer Rate Summary

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Basic $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 Expanded Basic $23.55 $23.55 $23.55 $23.55 $23.55 $23.55 $23.55 $23.55 $23.55 $23.55 $23.55 $23.55 Business Basic $34.50 $34.50 $34.50 $34.50 $34.50 $34.50 $34.50 $34.50 $34.50 $34.50 $34.50 $34.50 Line Maintenance Plan $1.95 $1.95 $1.95 $1.95 $1.95 $1.95 $1.95 $1.95 $1.95 $1.95 $1.95 $1.95 Set Top with Remote $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 Additional Digital Converter $5.95 $5.95 $5.95 $5.95 $5.95 $5.95 $5.95 $5.95 $5.95 $5.95 $5.95 $5.95 HBO Analog Only $11.95 $11.95 $11.95 $11.95 $11.95 $11.95 $11.95 $11.95 $11.95 $11.95 $11.95 $11.95 HBO Digital Group $11.95 $11.95 $11.95 $11.95 $11.95 $11.95 $11.95 $11.95 $11.95 $11.95 $11.95 $11.95 Cinemax Digital Group $9.95 $9.95 $9.95 $9.95 $9.95 $9.95 $9.95 $9.95 $9.95 $9.95 $9.95 $9.95 Showtime Digital Group $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 The Movie Channel Digital Group $8.95 $8.95 $8.95 $8.95 $8.95 $8.95 $8.95 $8.95 $8.95 $8.95 $8.95 $8.95 Starz/Encore Group $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 Encore $5.95 $5.95 $5.95 $5.95 $5.95 $5.95 $5.95 $5.95 $5.95 $5.95 $5.95 $5.95 Showtime Digital Combo (Show, TMC, Flix & Sundance) $12.95 $12.95 $12.95 $12.95 $12.95 $12.95 $12.95 $12.95 $12.95 $12.95 $12.95 $12.95 HBO Digital Group/Cinemax Digital Group $19.50 $19.50 $19.50 $19.50 $19.50 $19.50 $19.50 $19.50 $19.50 $19.50 $19.50 $19.50 Digital Basic Tier with Music Choice $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 Video on Demand Movies & Events $11.00 $11.00 $11.00 $11.00 $11.00 $11.00 $11.00 $11.00 $11.00 $11.00 $11.00 $11.00 Advertising Sales $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 Late Charges $2.95 $2.95 $2.95 $2.95 $2.95 $2.95 $2.95 $2.95 $2.95 $2.95 $2.95 $2.95 Pay Per View Movies $3.95 $3.95 $3.95 $3.95 $3.95 $3.95 $3.95 $3.95 $3.95 $3.95 $3.95 $3.95 Pay Per View Channels 30 30 30 30 30 30 30 30 30 30 30 30

Commercial Basic $7.00 $7.00 $7.00 $7.00 $7.00 $7.00 $7.00 $7.00 $7.00 $7.00 $7.00 $7.00 Commercial HBO $5.00 $5.00 $5.00 $5.00 $5.00 $5.00 $5.00 $5.00 $5.00 $5.00 $5.00 $5.00 Commercial Pay Per View $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 45 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Customer Rate Summary (Cont.)

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Residential Standard High Speed Data - Level 1 $26.95 $26.95 $26.95 $26.95 $26.95 $26.95 $26.95 $26.95 $26.95 $26.95 $26.95 $26.95 Silver High Speed Data - Level 2 $34.95 $34.95 $34.95 $34.95 $34.95 $34.95 $34.95 $34.95 $34.95 $34.95 $34.95 $34.95 Gold & Platnimum High Speed Data - Level 3 $54.95 $54.95 $54.95 $54.95 $54.95 $54.95 $54.95 $54.95 $54.95 $54.95 $54.95 $54.95 Residential Modem Rental $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Residential Service Activation $50.00 $50.00 $50.00 $50.00 $50.00 $50.00 $50.00 $50.00 $50.00 $50.00 $50.00 $50.00 Ethernet Card and Installation $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00

Commercial Standard Business High Speed Data - Level 1 $49.95 $49.95 $49.95 $49.95 $49.95 $49.95 $49.95 $49.95 $49.95 $49.95 $49.95 $49.95 Standard Business High Speed Data - Level 2 $69.95 $69.95 $69.95 $69.95 $69.95 $69.95 $69.95 $69.95 $69.95 $69.95 $69.95 $69.95 Business Plus High Speed Data - Level 1 $89.95 $89.95 $89.95 $89.95 $89.95 $89.95 $89.95 $89.95 $89.95 $89.95 $89.95 $89.95 Business Plus High Speed Data - Level 2 $99.95 $99.95 $99.95 $99.95 $99.95 $99.95 $99.95 $99.95 $99.95 $99.95 $99.95 $99.95 Business Elite High Speed Data - Level 1 $129.95 $129.95 $129.95 $129.95 $129.95 $129.95 $129.95 $129.95 $129.95 $129.95 $129.95 $129.95 Business Elite High Speed Data - Level 2 $169.95 $169.95 $169.95 $169.95 $169.95 $169.95 $169.95 $169.95 $169.95 $169.95 $169.95 $169.95 Direct Business High Speed Data - Level 1 $225.00 $225.00 $225.00 $225.00 $225.00 $225.00 $225.00 $225.00 $225.00 $225.00 $225.00 $225.00 Direct Business High Speed Data - Level 2 $475.00 $475.00 $475.00 $475.00 $475.00 $475.00 $475.00 $475.00 $475.00 $475.00 $475.00 $475.00

Standard Business High Speed Data - Level 1 - Setup $200.00 $200.00 $200.00 $200.00 $200.00 $200.00 $200.00 $200.00 $200.00 $200.00 $200.00 $200.00 Standard Business High Speed Data - Level 2 - Setup $225.00 $225.00 $225.00 $225.00 $225.00 $225.00 $225.00 $225.00 $225.00 $225.00 $225.00 $225.00 Business Plus High Speed Data - Level 1 - Setup $750.00 $750.00 $750.00 $750.00 $750.00 $750.00 $750.00 $750.00 $750.00 $750.00 $750.00 $750.00 Business Plus High Speed Data - Level 2 - Setup $775.00 $775.00 $775.00 $775.00 $775.00 $775.00 $775.00 $775.00 $775.00 $775.00 $775.00 $775.00 Business Elite High Speed Data - Level 1 - Setup $1,125.00 $1,125.00 $1,125.00 $1,125.00 $1,125.00 $1,125.00 $1,125.00 $1,125.00 $1,125.00 $1,125.00 $1,125.00 $1,125.00 Business Elite High Speed Data - Level 2 - Setup $1,150.00 $1,150.00 $1,150.00 $1,150.00 $1,150.00 $1,150.00 $1,150.00 $1,150.00 $1,150.00 $1,150.00 $1,150.00 $1,150.00 Direct Business High Speed Data - Level 1 - Setup $1,500.00 $1,500.00 $1,500.00 $1,500.00 $1,500.00 $1,500.00 $1,500.00 $1,500.00 $1,500.00 $1,500.00 $1,500.00 $1,500.00 Direct Business High Speed Data - Level 2 - Setup $1,525.00 $1,525.00 $1,525.00 $1,525.00 $1,525.00 $1,525.00 $1,525.00 $1,525.00 $1,525.00 $1,525.00 $1,525.00 $1,525.00

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 48 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Average Customer Rate Summary

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Basic $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 Expanded Basic $22.84 $22.84 $22.84 $22.84 $22.84 $22.84 $22.84 $22.84 $22.84 $22.84 $22.84 $22.84 Business Basic $0.07 $0.07 $0.07 $0.07 $0.07 $0.07 $0.07 $0.07 $0.07 $0.07 $0.07 $0.07 Line Maintenance Plan $1.27 $1.27 $1.27 $1.27 $1.27 $1.27 $1.27 $1.27 $1.27 $1.27 $1.27 $1.27 Set Top with Remote $0.01 $0.01 $0.01 $0.01 $0.01 $0.01 $0.01 $0.01 $0.01 $0.01 $0.01 $0.01 HBO Analog Only $1.79 $1.79 $1.79 $1.79 $1.79 $1.79 $1.79 $1.79 $1.79 $1.79 $1.79 $1.79 HBO Digital Group $0.96 $0.96 $0.96 $0.96 $0.96 $0.96 $0.96 $0.96 $0.96 $0.96 $0.96 $0.96 Cinemax Digital Group $0.60 $0.60 $0.60 $0.60 $0.60 $0.60 $0.60 $0.60 $0.60 $0.60 $0.60 $0.60 Showtime Digital Group $0.66 $0.66 $0.66 $0.66 $0.66 $0.66 $0.66 $0.66 $0.66 $0.66 $0.66 $0.66 The Movie Channel Digital Group $0.45 $0.45 $0.45 $0.45 $0.45 $0.45 $0.45 $0.45 $0.45 $0.45 $0.45 $0.45 Starz/Encore Group $1.37 $1.37 $1.37 $1.37 $1.37 $1.37 $1.37 $1.37 $1.37 $1.37 $1.37 $1.37 Encore $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Showtime Digital Combo (Show, TMC, Flix & Sundance) $1.94 $1.94 $1.94 $1.94 $1.94 $1.94 $1.94 $1.94 $1.94 $1.94 $1.94 $1.94 HBO Digital Group/Cinemax Digital Group $0.98 $0.98 $0.98 $0.98 $0.98 $0.98 $0.98 $0.98 $0.98 $0.98 $0.98 $0.98 Digital Basic Tier with Music Choice $2.63 $2.63 $2.63 $2.63 $2.63 $2.63 $2.63 $2.63 $2.63 $2.63 $2.63 $2.63 Video on Demand Movies & Events $1.21 $1.21 $1.21 $1.21 $1.21 $1.21 $1.21 $1.21 $1.21 $1.21 $1.21 $1.21 Advertising Sales $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 Open $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Open $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Open $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Late Charges $0.15 $0.15 $0.15 $0.15 $0.15 $0.15 $0.15 $0.15 $0.15 $0.15 $0.15 $0.15 Pay Per View Movies $1.58 $1.58 $1.58 $1.58 $1.58 $1.58 $1.58 $1.58 $1.58 $1.58 $1.58 $1.58

Commercial Basic $7.00 $7.00 $7.00 $7.00 $7.00 $7.00 $7.00 $7.00 $7.00 $7.00 $7.00 $7.00 Commercial HBO $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 Commercial Pay Per View $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 26 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Customer Revenue

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Basic $0 $0 $0 $0 $0 $1,324 $4,633 $9,266 $14,561 $19,856 $24,489 $28,063 Expanded Basic $0 $0 $0 $0 $0 $2,761 $9,665 $19,330 $30,376 $41,422 $51,087 $58,543 Business Basic $0 $0 $0 $0 $0 $8 $29 $58 $92 $125 $154 $177 Line Maintenance Plan $0 $0 $0 $0 $0 $153 $536 $1,073 $1,685 $2,298 $2,835 $3,248 Set Top with Remote $0 $0 $0 $0 $0 $1 $4 $8 $13 $18 $22 $26 HBO Analog Only $0 $0 $0 $0 $0 $217 $758 $1,517 $2,384 $3,250 $4,009 $4,594 HBO Digital Group $0 $0 $0 $0 $0 $116 $404 $809 $1,271 $1,734 $2,138 $2,450 Cinemax Digital Group $0 $0 $0 $0 $0 $72 $253 $505 $794 $1,083 $1,335 $1,530 Showtime Digital Group $0 $0 $0 $0 $0 $79 $278 $556 $874 $1,191 $1,469 $1,684 The Movie Channel Digital Group $0 $0 $0 $0 $0 $54 $189 $379 $595 $811 $1,001 $1,147 Starz/Encore Group $0 $0 $0 $0 $0 $165 $579 $1,158 $1,820 $2,482 $3,061 $3,508 Encore $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Showtime Digital Combo (Show, TMC, Flix & Sundance) $0 $0 $0 $0 $0 $235 $822 $1,644 $2,583 $3,522 $4,344 $4,978 HBO Digital Group/Cinemax Digital Group $0 $0 $0 $0 $0 $118 $413 $825 $1,297 $1,768 $2,180 $2,499 Digital Basic Tier with Music Choice $0 $0 $0 $0 $0 $318 $1,112 $2,224 $3,495 $4,765 $5,877 $6,735 Video on Demand Movies & Events $0 $0 $0 $0 $0 $146 $512 $1,024 $1,609 $2,194 $2,706 $3,101 Advertising Sales $0 $0 $0 $0 $0 $242 $846 $1,692 $2,660 $3,627 $4,473 $5,126 Open $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Open $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Open $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Late Charges $0 $0 $0 $0 $0 $18 $62 $125 $196 $267 $330 $378 Pay Per View Movies $0 $0 $0 $0 $0 $191 $669 $1,337 $2,101 $2,865 $3,534 $4,049 Total Basic Customer Revenue $0 $0 $0 $0 $0 $6,269 $21,941 $43,883 $68,959 $94,035 $115,976 $132,903 Franchise Fees $0 $0 $0 $0 $0 $313 $1,097 $2,194 $3,448 $4,702 $5,799 $6,645 FCC Regulatory Fee $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Sales Tax $0 $0 $0 $0 $0 $376 $1,316 $2,633 $4,138 $5,642 $6,959 $7,974 Gross Basic Customer Revenue $0 $0 $0 $0 $0 $6,959 $24,355 $48,710 $76,544 $104,379 $128,734 $147,522

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 39 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Residential High Speed Data Revenue and Expenses

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Service Revenue Standard High Speed Data - Level 1 $0 $0 $0 $0 $0 $82 $298 $622 $1,023 $1,465 $1,906 $2,317 Silver High Speed Data - Level 2 $0 $0 $0 $0 $0 $277 $1,005 $2,097 $3,449 $4,939 $6,427 $7,812 Gold & Platnimum High Speed Data - Level 3 $0 $0 $0 $0 $0 $316 $1,147 $2,393 $3,935 $5,634 $7,332 $8,913 Residential Modem Rental $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Recurring High Speed Data Revenue $0 $0 $0 $0 $0 $676 $2,450 $5,112 $8,407 $12,038 $15,665 $19,043 Franchise Fees $0 $0 $0 $0 $0 $34 $123 $256 $420 $602 $783 $952 Sales Tax $0 $0 $0 $0 $0 $41 $147 $307 $504 $722 $940 $1,143 High Speed Data Installation Revenue $0 $0 $0 $0 $0 $1,683 $2,743 $3,914 $4,353 $4,792 $4,389 $4,214 Total Residential High Speed Data Revenue $0 $0 $0 $0 $0 $2,433 $5,463 $9,588 $13,684 $18,154 $21,778 $25,351

Expense Salaries - Technical $0 $0 $0 $4,063 $4,063 $4,063 $4,063 $4,063 $4,063 $4,063 $4,063 $4,063 Payroll Taxes $0 $0 $0 $663 $663 $663 $663 $663 $663 $663 $663 $663 Benefits $0 $0 $0 $2,072 $2,072 $2,072 $2,072 $2,072 $2,072 $2,072 $2,072 $2,072 Vehicles $0 $0 $0 $713 $713 $713 $713 $713 $713 $713 $713 $713 Mobile Communications $0 $0 $0 $300 $300 $300 $300 $300 $300 $300 $300 $300 Office Expenses $200 $200 $200 $200 $200 $200 $200 $200 $200 $200 $200 $200 Miscellaneous $250 $250 $250 $250 $250 $250 $250 $250 $250 $250 $250 $250 Franchise Fees $0 $0 $0 $0 $0 $34 $123 $256 $420 $602 $783 $952 Sales Tax $0 $0 $0 $0 $0 $41 $147 $307 $504 $722 $940 $1,143 Help Desk Support $0 $0 $0 $0 $0 $67 $243 $507 $833 $1,193 $1,552 $1,887 High Speed Data/Telecommunications Circuits - T-1 $0 $0 $0 $0 $0 $0 $219 $227 $471 $490 $766 $803 Total Other Services Expense $450 $450 $450 $8,259 $8,259 $8,401 $8,991 $9,555 $10,488 $11,266 $12,301 $13,044

Total Other Services Cash Flow ($450) ($450) ($450) ($8,259) ($8,259) ($5,968) ($3,528) $33 $3,196 $6,888 $9,476 $12,307

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 31 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Commercial Video and High Speed Data Revenue & Expenses

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12 Servic Revenue Commercial Basic $0 $0 $0 $0 $0 $30 $105 $211 $331 $451 $557 $638 Commercial HBO $0 $0 $0 $0 $0 $4 $15 $30 $47 $64 $80 $91 Commercial Pay Per View $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Commercial High Speed Data $0 $0 $0 $0 $0 $3,296 $11,536 $23,073 $36,257 $49,442 $60,978 $69,878 Total Commercial Revenue $0 $0 $0 $0 $0 $3,330 $11,657 $23,313 $36,635 $49,957 $61,614 $70,607 Franchise Fees $0 $0 $0 $0 $0 $167 $583 $1,166 $1,832 $2,498 $3,081 $3,530 Sales Tax $0 $0 $0 $0 $0 $200 $699 $1,399 $2,198 $2,997 $3,697 $4,236 FCC Regulatory Fee $0 $0 $0 $0 $0 $0 $0 $0 $0 $1 $1 $1 Total Gross Commercial Recurring Revenue $0 $0 $0 $0 $0 $3,697 $12,939 $25,878 $40,666 $55,453 $68,393 $78,374

Standard Business High Speed Data - Level 1 - Setup $0 $0 $0 $0 $0 $172 $258 $344 $344 $344 $258 $206 Standard Business High Speed Data - Level 2 - Setup $0 $0 $0 $0 $0 $380 $570 $760 $760 $760 $570 $456 Business Plus High Speed Data - Level 1 - Setup $0 $0 $0 $0 $0 $1,888 $2,832 $3,776 $3,776 $3,776 $2,832 $2,266 Business Plus High Speed Data - Level 2 - Setup $0 $0 $0 $0 $0 $2,594 $3,890 $5,187 $5,187 $5,187 $3,890 $3,112 Business Elite High Speed Data - Level 1 - Setup $0 $0 $0 $0 $0 $4,697 $7,046 $9,395 $9,395 $9,395 $7,046 $5,637 Business Elite High Speed Data - Level 2 - Setup $0 $0 $0 $0 $0 $5,755 $8,633 $11,510 $11,510 $11,510 $8,633 $6,906 Direct Business High Speed Data - Level 1 - Setup $0 $0 $0 $0 $0 $8,750 $13,125 $17,500 $17,500 $17,500 $13,125 $10,500 Direct Business High Speed Data - Level 2 - Setup $0 $0 $0 $0 $0 $10,160 $15,240 $20,320 $20,320 $20,320 $15,240 $12,192 Commercial High Speed Data Install Revenue $0 $0 $0 $0 $0 $34,396 $51,594 $68,792 $68,792 $68,792 $51,594 $41,275 Gross Commercial Revenue $0 $0 $0 $0 $0 $38,093 $64,533 $94,671 $109,458 $124,246 $119,987 $119,650

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 32 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Commercial Revenue & Expenses (Cont.)

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Programming Expenses Commercial Basic $0 $0 $0 $0 $0 $12 $40 $81 $127 $173 $214 $245 Commercial HBO $0 $0 $0 $0 $0 $7 $24 $48 $76 $104 $128 $147 Commercial Pay Per View $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Guide Channel $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Programming Expenses $0 $0 $0 $0 $0 $18 $65 $129 $203 $277 $342 $391

G & A Expenses Salaries $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Commissions $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Payroll & Benefits $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Marketing Materials $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Hotel Commissions $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Maintenance & Repairs $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Vehicle Expense $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 General & Administration $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 System Power $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Communications $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Copyright Fees $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Franchise Fees $0 $0 $0 $0 $0 $167 $583 $1,166 $1,832 $2,498 $3,081 $3,530 Sales Tax $0 $0 $0 $0 $0 $200 $699 $1,399 $2,198 $2,997 $3,697 $4,236 FCC Regulatory Fee $0 $0 $0 $0 $0 $0 $0 $0 $0 $1 $1 $1 High Speed Data $0 $0 $0 $0 $0 $0 $2,062 $3,070 $4,059 $6,031 $6,962 $6,876 Help Desk Support $0 $0 $0 $0 $0 $120 $421 $842 $1,324 $1,805 $2,226 $2,551 Miscellaneous $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Commercial Expenses $0 $0 $0 $0 $0 $487 $3,766 $6,477 $9,413 $13,333 $15,967 $17,196

Commercial Operating Income $0 $0 $0 $0 $0 $37,588 $60,703 $88,064 $99,842 $110,636 $103,679 $102,063

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 33 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Telecommunications Revenue & Expenses

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Telecommunications Revenue Local Service Revenue $0 $0 $0 $0 $0 $0 $9,665 $42,112 $79,437 $108,303 $133,588 $153,097 Vertical Service Revenues $0 $0 $0 $0 $0 $0 $372 $1,595 $2,992 $4,076 $5,030 $5,766 Non-Recurring Charge Revenue $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Interstate Access Revenue $0 $0 $0 $0 $0 $0 $118 $498 $924 $1,254 $1,552 $1,776 Intrastate Access Revenue $0 $0 $0 $0 $0 $0 $10 $38 $70 $96 $118 $134 Interstate Toll Revenue $0 $0 $0 $0 $0 $0 $216 $905 $1,680 $2,281 $2,823 $3,228 Intrastate Toll Revenue $0 $0 $0 $0 $0 $0 $216 $905 $1,680 $2,281 $2,823 $3,228 Voice Mail Revenue $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 DS1 Data Revenue $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Wholesale Transport Revenue $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Operator Revenue $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Directory Assistance Revenue $0 $0 $0 $0 $0 $0 $41 $154 $279 $380 $469 $538 Yellow Page Revenue $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Universal Service Payments $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Telecommunications Revenue $0 $0 $0 $0 $0 $0 $10,638 $46,207 $87,062 $118,671 $146,403 $167,767 Franchise Fee $0 $0 $0 $0 $0 $0 $532 $2,310 $4,353 $5,934 $7,320 $8,388 Sales Tax $0 $0 $0 $0 $0 $0 $638 $2,772 $5,224 $7,120 $8,784 $10,066 Telecommunications Tax $0 $0 $0 $0 $1,645 $1,630 $2,033 $3,416 $5,006 $6,234 $7,308 $8,133 Less Bad Debt $0 $0 $0 $0 $0 $0 ($115) ($501) ($944) ($1,287) ($1,587) ($1,819) Net Telecommunications Revenue $0 $0 $0 $0 $1,645 $1,630 $13,727 $54,204 $100,701 $136,672 $168,229 $192,536

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 34 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Telecommunications Revenue & Expenses (Cont.)

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Cost of Goods Sold Wholesale Long Distance $0 $0 $0 $0 $0 $0 $190 $796 $1,478 $2,006 $2,484 $2,840 Operator Services $0 $0 $0 $0 $0 $0 $16 $62 $112 $152 $188 $215 Switching $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 Total Cost of Goods Sold $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 $1,706 $2,358 $3,090 $3,658 $4,172 $4,555

Facility Based Engineering Salary & Wages $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Switching Salary & Wages $0 $0 $0 $0 $0 $0 $5,177 $5,177 $5,177 $5,177 $5,177 $5,177 Field Services Salary & Wages $0 $0 $0 $0 $0 $0 $4,496 $4,496 $4,496 $4,496 $8,992 $8,992 Customer Provisioning Salary & Wages $896 $896 $896 $896 $896 $896 $3,882 $3,882 $3,882 $3,882 $3,882 $3,882 Benefits and Taxes $314 $314 $314 $314 $314 $314 $4,744 $4,744 $4,744 $4,744 $6,318 $6,318 Vehicle Expense $0 $0 $0 $0 $0 $0 $1,900 $1,900 $1,900 $1,900 $2,375 $2,375 Tools & Equipment $0 $0 $0 $0 $0 $0 $200 $200 $200 $200 $300 $300 Network Occupancy $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Computer $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Switching Expense $0 $0 $0 $0 $0 $0 $429 $1,216 $1,756 $2,297 $2,703 $3,027 Access Node Expense $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Network Maintenance $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Trunk Expense $0 $0 $0 $0 $0 $0 $0 $2,916 $2,916 $2,916 $2,916 $5,416 Number Portability $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Local Interconnection $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Internet Transport $0 $0 $0 $0 $2,400 $2,400 $2,400 $2,400 $2,400 $2,400 $2,400 $2,400 Engineering $1,700 $1,700 $1,700 $1,700 $1,700 $1,700 $1,700 $1,700 $1,700 $1,700 $1,700 $1,751 Total Facility Based $2,909 $2,909 $2,909 $2,909 $5,309 $5,309 $24,928 $28,631 $29,171 $29,712 $36,763 $39,638

Sales & Marketing and Customer Operations Sales & Marketing Salary, Wages & Commissions $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Sales & Marketing Commissions $0 $0 $0 $0 $0 $0 $3,223 $22,884 $11,603 $11,603 $8,702 $6,962 Benefits and Taxes $0 $0 $0 $0 $0 $0 $1,128 $8,009 $4,061 $4,061 $3,046 $2,437 Customer Operations Salary & Wages $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Advertising & Marketing $500 $500 $500 $500 $500 $500 $500 $500 $500 $500 $500 $500 Billing $0 $0 $0 $0 $500 $500 $642 $970 $1,300 $1,588 $1,846 $2,042 Total Commercial & Marketing $500 $500 $500 $500 $1,000 $1,000 $5,493 $32,364 $17,464 $17,752 $14,094 $11,941

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 35 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Telecommunications Revenue & Expenses (Cont.)

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

General & Administrative Executive Administration Salary & Wages $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Operations Salary & Wages $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Benefits and Taxes $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Travel $200 $200 $200 $200 $200 $200 $200 $200 $200 $200 $200 $200 Audit Fees and Accounting $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 Occupancy Expense $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Telecommunications Expense $200 $200 $200 $200 $200 $200 $200 $200 $200 $200 $200 $200 Property Insurance $150 $150 $150 $150 $150 $150 $150 $150 $150 $150 $150 $150 Liability Insurance $150 $150 $150 $150 $150 $150 $150 $150 $150 $150 $150 $150 General Expense $100 $100 $100 $100 $100 $100 $100 $100 $100 $100 $100 $100 Corporate Services $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 General Accounting $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Human Resources $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Legal Expense $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 Consultants $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Other Gen & Admin $0 $300 $300 $300 $2,300 $300 $300 $300 $300 $300 $300 $300 Total Administrative $3,800 $4,100 $4,100 $4,100 $6,100 $4,100 $4,100 $4,100 $4,100 $4,100 $4,100 $4,100 Franchise Fees $0 $0 $0 $0 $0 $0 $532 $2,310 $4,353 $5,934 $7,320 $8,388 Sales Tax $0 $0 $0 $0 $0 $0 $638 $2,772 $5,224 $7,120 $8,784 $10,066 Telecommunications Tax $0 $0 $0 $0 $1,645 $1,630 $2,033 $3,416 $5,006 $6,234 $7,308 $8,133 Reimbursement $0 $0 $0 $0 $0 $0 $7,314 $6,186 $5,569 $5,392 $7,938 $7,764 Total Telecommunications Expenses $8,709 $9,009 $9,009 $9,009 $15,554 $13,540 $46,745 $82,137 $73,978 $79,902 $90,479 $94,585

Total Telecommunications Operating Income ($8,709) ($9,009) ($9,009) ($9,009) ($13,909) ($11,909) ($33,018) ($27,933) $26,723 $56,770 $77,749 $97,951

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 36 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Broadband Services Salary and Wage Variables Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Operations Management Vice President Operations $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Director of Operations $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Total Executive Expenses $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Engineering Engineers $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Technician $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Engineering Total $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Switching Switch Manager $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Switch Technicians $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $4,501.88 $4,501.88 $4,501.88 $4,501.88 $4,501.88 $4,501.88 Overtime $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $675.28 $675.28 $675.28 $675.28 $675.28 $675.28 Switch Total $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $5,177.16 $5,177.16 $5,177.16 $5,177.16 $5,177.16 $5,177.16 Field Services Supervisor $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Field Techs $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $3,909.74 $3,909.74 $3,909.74 $3,909.74 $7,819.48 $7,819.48 Overtime $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $586.46 $586.46 $586.46 $586.46 $1,172.92 $1,172.92 Field Services Total $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $4,496.20 $4,496.20 $4,496.20 $4,496.20 $8,992.40 $8,992.40 Customer Provisioning Supervisor $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Customer Provisioning Reps $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $2,985.94 $2,985.94 $2,985.94 $2,985.94 $2,985.94 $2,985.94 Overtime $895.78 $895.78 $895.78 $895.78 $895.78 $895.78 $895.78 $895.78 $895.78 $895.78 $895.78 $895.78 Customer Provisioning Total $895.78 $895.78 $895.78 $895.78 $895.78 $895.78 $3,881.72 $3,881.72 $3,881.72 $3,881.72 $3,881.72 $3,881.72 Sales & Marketing Director $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 SAM's $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 AM's $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Tech Consultant $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Marketing Specialist $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Bridge payments $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Sales & Marketing $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Customer Operations Manager $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Specialist $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Total Customer Operations $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Executive Administration Senior Vice President $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Financial Manager $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Total Administration $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Total Salaries & Wages $895.78 $895.78 $895.78 $895.78 $895.78 $895.78 $13,555.08 $13,555.08 $13,555.08 $13,555.08 $18,051.28 $18,051.28 Commissions $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $3,223.13 $22,884.19 $11,603.25 $11,603.25 $8,702.44 $6,961.95 Broadband Services Total Salaries, Wages & Commissions $895.78 $895.78 $895.78 $895.78 $895.78 $895.78 $16,778.20 $36,439.26 $25,158.33 $25,158.33 $26,753.72 $25,013.23

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 37 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Broadband Servies Salary and Wage Variables (Cont.)

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Network operations Vp Operations $13,400.00 $13,400.00 $13,400.00 $13,400.00 $13,400.00 $13,400.00 $13,400.00 $13,400.00 $13,400.00 $13,400.00 $13,400.00 $13,400.00 Director $8,400.00 $8,400.00 $8,400.00 $8,400.00 $8,400.00 $8,400.00 $8,400.00 $8,400.00 $8,400.00 $8,400.00 $8,400.00 $8,400.00 Engineers $5,458.03 $5,458.03 $5,458.03 $5,458.03 $5,458.03 $5,458.03 $5,458.03 $5,458.03 $5,458.03 $5,458.03 $5,458.03 $5,458.03 Technician $3,750.00 $3,750.00 $3,750.00 $3,750.00 $3,750.00 $3,750.00 $3,750.00 $3,750.00 $3,750.00 $3,750.00 $3,750.00 $3,750.00

Switch Mngr $7,122.50 $7,122.50 $7,122.50 $7,122.50 $7,122.50 $7,122.50 $7,122.50 $7,122.50 $7,122.50 $7,122.50 $7,122.50 $7,122.50 Switch Techs $4,501.88 $4,501.88 $4,501.88 $4,501.88 $4,501.88 $4,501.88 $4,501.88 $4,501.88 $4,501.88 $4,501.88 $4,501.88 $4,501.88 Overtime $675.28 $675.28 $675.28 $675.28 $675.28 $675.28 $675.28 $675.28 $675.28 $675.28 $675.28 $675.28 Total switching

Supervisor $5,486.25 $5,486.25 $5,486.25 $5,486.25 $5,486.25 $5,486.25 $5,486.25 $5,486.25 $5,486.25 $5,486.25 $5,486.25 $5,486.25 Field Techs $3,909.74 $3,909.74 $3,909.74 $3,909.74 $3,909.74 $3,909.74 $3,909.74 $3,909.74 $3,909.74 $3,909.74 $3,909.74 $3,909.74 Overtime $586.46 $586.46 $586.46 $586.46 $586.46 $586.46 $586.46 $586.46 $586.46 $586.46 $586.46 $586.46 Total Field Services

Supervisor $3,996.56 $3,996.56 $3,996.56 $3,996.56 $3,996.56 $3,996.56 $3,996.56 $3,996.56 $3,996.56 $3,996.56 $3,996.56 $3,996.56 Reps $2,985.94 $2,985.94 $2,985.94 $2,985.94 $2,985.94 $2,985.94 $2,985.94 $2,985.94 $2,985.94 $2,985.94 $2,985.94 $2,985.94 Overtime $447.89 $447.89 $447.89 $447.89 $447.89 $447.89 $447.89 $447.89 $447.89 $447.89 $447.89 $447.89 Total Provisioning

Sales & Marketing Director $11,775.00 $11,775.00 $11,775.00 $11,775.00 $11,775.00 $11,775.00 $11,775.00 $11,775.00 $11,775.00 $11,775.00 $11,775.00 $11,775.00 Sr Acct Mngr $5,468.75 $5,468.75 $5,468.75 $5,468.75 $5,468.75 $5,468.75 $5,468.75 $5,468.75 $5,468.75 $5,468.75 $5,468.75 $5,468.75 Acct Mngr $3,500.00 $3,500.00 $3,500.00 $3,500.00 $3,500.00 $3,500.00 $3,500.00 $3,500.00 $3,500.00 $3,500.00 $3,500.00 $3,500.00 Tech Consult $5,687.50 $5,687.50 $5,687.50 $5,687.50 $5,687.50 $5,687.50 $5,687.50 $5,687.50 $5,687.50 $5,687.50 $5,687.50 $5,687.50 Specialist $3,500.00 $3,500.00 $3,500.00 $3,500.00 $3,500.00 $3,500.00 $3,500.00 $3,500.00 $3,500.00 $3,500.00 $3,500.00 $3,500.00 Bridge Payments $3,000.00 $3,000.00 $3,000.00 $3,000.00 $3,000.00 $3,000.00 $3,000.00 $3,000.00 $3,000.00 $3,000.00 $3,000.00 $3,000.00

Customer Operations Manager $6,000.00 $6,000.00 $6,000.00 $6,000.00 $6,000.00 $6,000.00 $6,000.00 $6,000.00 $6,000.00 $6,000.00 $6,000.00 $6,000.00 Specialist $2,916.67 $2,916.67 $2,916.67 $2,916.67 $2,916.67 $2,916.67 $2,916.67 $2,916.67 $2,916.67 $2,916.67 $2,916.67 $2,916.67

Administration Sr VP $14,983.33 $14,983.33 $14,983.33 $14,983.33 $14,983.33 $14,983.33 $14,983.33 $14,983.33 $14,983.33 $14,983.33 $14,983.33 $14,983.33 Fin Mngr $5,500.00 $5,500.00 $5,500.00 $5,500.00 $5,500.00 $5,500.00 $5,500.00 $5,500.00 $5,500.00 $5,500.00 $5,500.00 $5,500.00

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 38 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Broadband Salary and Wage Variables (Cont.)

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12 Telecommunications Service Employees Switch Techs 000000111111 Field Techs 000000111122 Provisioning Reps 000000111111 Total Telecommunications Employees 000000444455

Cable Service Employees General Managers 000000000000 Office Manager 000000000000 MIS Director 000000000000 Customer Service Representatives 000002222222 Support Staff 111111111111 Technical Manager (s) 111111111111 Headend Technicians 000011111111 Construction Manager/Plant Manager 111111111111 Broadband Service Technicians 0000#REF! 1112122 Installer/Service Technician 000011112222 Contract Installers 000000455543 Marketing and Sales Manager 111111111111 Contract Field Representatives 000000455543 Total 4446#REF! 10 18 20 21 21 19 17

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 49 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Program. Exp. Per Channel - Residential

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Limited Basic Headline News $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WBBM (2) CBS Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WGN (9) Chicago Local Off-Air $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WFLD (32) Fox Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WMAQ (5) Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WCIU (26) IND Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Local Community Channel $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WLS (7) ABC Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WPWR (50) UPN Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WTTW (11) PBS Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WCPX (38) PAX Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 TV Guide Channel $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 WGBO (66) Univision Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WSNS (44) Telemundo Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WYCC (22) PBS Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 TBS $0.2800 $0.2800 $0.2800 $0.2800 $0.2800 $0.2800 $0.2800 $0.2800 $0.2800 $0.2800 $0.2800 $0.2800 Local Govt/Educational/Public Access Channel $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Total Limited Basic $0.3800 $0.3800 $0.3800 $0.3800 $0.3800 $0.3800 $0.3800 $0.3800 $0.3800 $0.3800 $0.3800 $0.3800

Standard Basic A & E $0.2350 $0.2350 $0.2350 $0.2350 $0.2350 $0.2350 $0.2350 $0.2350 $0.2350 $0.2350 $0.2350 $0.2350 American Movie Classics $0.2550 $0.2550 $0.2550 $0.2550 $0.2550 $0.2550 $0.2550 $0.2550 $0.2550 $0.2550 $0.2550 $0.2550 American's Health Network $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 America's Talking $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 America's Voice Network $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Animal Planet $0.1530 $0.1530 $0.1530 $0.1530 $0.1530 $0.1530 $0.1530 $0.1530 $0.1530 $0.1530 $0.1530 $0.1530 BET $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 BET On Jazz $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Bloomberg Television $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Bravo $0.1625 $0.1625 $0.1625 $0.1625 $0.1625 $0.1625 $0.1625 $0.1625 $0.1625 $0.1625 $0.1625 $0.1625 Cable In the Classroom $0.0035 $0.0035 $0.0035 $0.0035 $0.0035 $0.0035 $0.0035 $0.0035 $0.0035 $0.0035 $0.0035 $0.0035 Cartoon Network $0.1270 $0.1270 $0.1270 $0.1270 $0.1270 $0.1270 $0.1270 $0.1270 $0.1270 $0.1270 $0.1270 $0.1270 CMTV $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 CNBC $0.2100 $0.2100 $0.2100 $0.2100 $0.2100 $0.2100 $0.2100 $0.2100 $0.2100 $0.2100 $0.2100 $0.2100 CNN $0.3830 $0.3830 $0.3830 $0.3830 $0.3830 $0.3830 $0.3830 $0.3830 $0.3830 $0.3830 $0.3830 $0.3830

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 50 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Program. Exp. Per Channel - Residential

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Standard Basic (Cont.) CNNfn $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 CNNSI $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Comedy Central $0.1650 $0.1650 $0.1650 $0.1650 $0.1650 $0.1650 $0.1650 $0.1650 $0.1650 $0.1650 $0.1650 $0.1650 Court TV $0.1400 $0.1400 $0.1400 $0.1400 $0.1400 $0.1400 $0.1400 $0.1400 $0.1400 $0.1400 $0.1400 $0.1400 C-Span $0.0600 $0.0600 $0.0600 $0.0600 $0.0600 $0.0600 $0.0600 $0.0600 $0.0600 $0.0600 $0.0600 $0.0600 C-Span 2 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Discovery $0.3160 $0.3160 $0.3160 $0.3160 $0.3160 $0.3160 $0.3160 $0.3160 $0.3160 $0.3160 $0.3160 $0.3160 Disney $0.8500 $0.8500 $0.8500 $0.8500 $0.8500 $0.8500 $0.8500 $0.8500 $0.8500 $0.8500 $0.8500 $0.8500 Do It Yourself Network $0.0600 $0.0600 $0.0600 $0.0600 $0.0600 $0.0600 $0.0600 $0.0600 $0.0600 $0.0600 $0.0600 $0.0600 E! Entertainment $0.1400 $0.1400 $0.1400 $0.1400 $0.1400 $0.1400 $0.1400 $0.1400 $0.1400 $0.1400 $0.1400 $0.1400 Encore $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Encore MoviePlex $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 ESPN $1.8130 $1.8130 $1.8130 $1.8130 $1.8130 $1.8130 $1.8130 $1.8130 $1.8130 $1.8130 $1.8130 $1.8130 ESPN 2 $0.3750 $0.3750 $0.3750 $0.3750 $0.3750 $0.3750 $0.3750 $0.3750 $0.3750 $0.3750 $0.3750 $0.3750 ESPN News $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 ESPN Classic Sports $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 EWTN $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Fit TV $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 ABC Family Channel $0.1830 $0.1830 $0.1830 $0.1830 $0.1830 $0.1830 $0.1830 $0.1830 $0.1830 $0.1830 $0.1830 $0.1830 Food Network $0.0850 $0.0850 $0.0850 $0.0850 $0.0850 $0.0850 $0.0850 $0.0850 $0.0850 $0.0850 $0.0850 $0.0850 Fox News $0.2205 $0.2205 $0.2205 $0.2205 $0.2205 $0.2205 $0.2205 $0.2205 $0.2205 $0.2205 $0.2205 $0.2205 fX $0.2980 $0.2980 $0.2980 $0.2980 $0.2980 $0.2980 $0.2980 $0.2980 $0.2980 $0.2980 $0.2980 $0.2980 fX Movies (no fX in system) $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Game Show Network $0.1100 $0.1100 $0.1100 $0.1100 $0.1100 $0.1100 $0.1100 $0.1100 $0.1100 $0.1100 $0.1100 $0.1100 Golf Channel $0.2100 $0.2100 $0.2100 $0.2100 $0.2100 $0.2100 $0.2100 $0.2100 $0.2100 $0.2100 $0.2100 $0.2100 Great American Country $0.0350 $0.0350 $0.0350 $0.0350 $0.0350 $0.0350 $0.0350 $0.0350 $0.0350 $0.0350 $0.0350 $0.0350 Headline News (Free with CNN) $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 History Channel $0.1800 $0.1800 $0.1800 $0.1800 $0.1800 $0.1800 $0.1800 $0.1800 $0.1800 $0.1800 $0.1800 $0.1800 Home & Garden TV $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 Home Shopping Network $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Independent Film Channel $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 International Channel $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Inspirational Network $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Lifetime Movie Network $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Open $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 51 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Program. Exp. Per Channel - Residential

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Standard Basic (Cont.) Learning Channel $0.1610 $0.1610 $0.1610 $0.1610 $0.1610 $0.1610 $0.1610 $0.1610 $0.1610 $0.1610 $0.1610 $0.1610 Lifetime $0.2900 $0.2900 $0.2900 $0.2900 $0.2900 $0.2900 $0.2900 $0.2900 $0.2900 $0.2900 $0.2900 $0.2900 Military Channel $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 MSNBC $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 MTV $0.2950 $0.2950 $0.2950 $0.2950 $0.2950 $0.2950 $0.2950 $0.2950 $0.2950 $0.2950 $0.2950 $0.2950 Much Music $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 NASA TV $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 The National Network $0.3100 $0.3100 $0.3100 $0.3100 $0.3100 $0.3100 $0.3100 $0.3100 $0.3100 $0.3100 $0.3100 $0.3100 NET $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Newsport $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Nickelodeon $0.4230 $0.4230 $0.4230 $0.4230 $0.4230 $0.4230 $0.4230 $0.4230 $0.4230 $0.4230 $0.4230 $0.4230 Nostalgia $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Hallmark Channel $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Outdoor Life Network $0.1710 $0.1710 $0.1710 $0.1710 $0.1710 $0.1710 $0.1710 $0.1710 $0.1710 $0.1710 $0.1710 $0.1710 The Outdoor Channel $0.0720 $0.0720 $0.0720 $0.0720 $0.0720 $0.0720 $0.0720 $0.0720 $0.0720 $0.0720 $0.0720 $0.0720 Ovation $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Oxygen $0.2170 $0.2170 $0.2170 $0.2170 $0.2170 $0.2170 $0.2170 $0.2170 $0.2170 $0.2170 $0.2170 $0.2170 Pax Family Network $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Product Information Network (PIN) $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 QVC $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Women's Entertainment (formerly Romance Classics) $0.1400 $0.1400 $0.1400 $0.1400 $0.1400 $0.1400 $0.1400 $0.1400 $0.1400 $0.1400 $0.1400 $0.1400 Sci-Fi Network $0.1600 $0.1600 $0.1600 $0.1600 $0.1600 $0.1600 $0.1600 $0.1600 $0.1600 $0.1600 $0.1600 $0.1600 Speed Channel $0.1710 $0.1710 $0.1710 $0.1710 $0.1710 $0.1710 $0.1710 $0.1710 $0.1710 $0.1710 $0.1710 $0.1710 Fox Sports Midwest $0.7500 $0.7500 $0.7500 $0.7500 $0.7500 $0.7500 $0.7500 $0.7500 $0.7500 $0.7500 $0.7500 $0.7500 Style $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 TBN $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 TBS $0.2800 $0.2800 $0.2800 $0.2800 $0.2800 $0.2800 $0.2800 $0.2800 $0.2800 $0.2800 $0.2800 $0.2800 TNT $0.7200 $0.7200 $0.7200 $0.7200 $0.7200 $0.7200 $0.7200 $0.7200 $0.7200 $0.7200 $0.7200 $0.7200 Toon Disney $0.0900 $0.0900 $0.0900 $0.0900 $0.0900 $0.0900 $0.0900 $0.0900 $0.0900 $0.0900 $0.0900 $0.0900 Travel Channel $0.0700 $0.0700 $0.0700 $0.0700 $0.0700 $0.0700 $0.0700 $0.0700 $0.0700 $0.0700 $0.0700 $0.0700 Turner Classic Movies $0.2200 $0.2200 $0.2200 $0.2200 $0.2200 $0.2200 $0.2200 $0.2200 $0.2200 $0.2200 $0.2200 $0.2200 Turner South $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Tech TV $0.0700 $0.0700 $0.0700 $0.0700 $0.0700 $0.0700 $0.0700 $0.0700 $0.0700 $0.0700 $0.0700 $0.0700 TV Land $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 USA Network $0.4000 $0.4000 $0.4000 $0.4000 $0.4000 $0.4000 $0.4000 $0.4000 $0.4000 $0.4000 $0.4000 $0.4000

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 52 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Program. Exp. Per Channel - Residential

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Standard Basic (Cont.) VH-1 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 Weather Channel $0.1560 $0.1560 $0.1560 $0.1560 $0.1560 $0.1560 $0.1560 $0.1560 $0.1560 $0.1560 $0.1560 $0.1560 WeatherScan $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 SoapNet $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 National Geographic Channel $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 Fine Living $0.1100 $0.1100 $0.1100 $0.1100 $0.1100 $0.1100 $0.1100 $0.1100 $0.1100 $0.1100 $0.1100 $0.1100 Galavision $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Biography (Includes History International) $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Annual Adjustment $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Total Standard Basic $13.1055 $13.1055 $13.1055 $13.1055 $13.1055 $13.1055 $13.1055 $13.1055 $13.1055 $13.1055 $13.1055 $13.1055

Digital Tier Discovery Kids $0.0800 $0.0800 $0.0800 $0.0800 $0.0800 $0.0800 $0.0800 $0.0800 $0.0800 $0.0800 $0.0800 $0.0800 Discovery Science $0.0800 $0.0800 $0.0800 $0.0800 $0.0800 $0.0800 $0.0800 $0.0800 $0.0800 $0.0800 $0.0800 $0.0800 Discovery Home & Leisure $0.0800 $0.0800 $0.0800 $0.0800 $0.0800 $0.0800 $0.0800 $0.0800 $0.0800 $0.0800 $0.0800 $0.0800 Discovery Health $0.0300 $0.0300 $0.0300 $0.0300 $0.0300 $0.0300 $0.0300 $0.0300 $0.0300 $0.0300 $0.0300 $0.0300 Discovery Civilization $0.0300 $0.0300 $0.0300 $0.0300 $0.0300 $0.0300 $0.0300 $0.0300 $0.0300 $0.0300 $0.0300 $0.0300 Discovery People $0.0300 $0.0300 $0.0300 $0.0300 $0.0300 $0.0300 $0.0300 $0.0300 $0.0300 $0.0300 $0.0300 $0.0300 BBC America (Free with The Discovery Channel) $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Much Music $0.1250 $0.1250 $0.1250 $0.1250 $0.1250 $0.1250 $0.1250 $0.1250 $0.1250 $0.1250 $0.1250 $0.1250 Nick 2 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 Noggin $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 Nick Games & Sports $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 WAM! $0.2792 $0.2792 $0.2792 $0.2792 $0.2792 $0.2792 $0.2792 $0.2792 $0.2792 $0.2792 $0.2792 $0.2792 Boomerang $0.0300 $0.0300 $0.0300 $0.0300 $0.0300 $0.0300 $0.0300 $0.0300 $0.0300 $0.0300 $0.0300 $0.0300 CNN fn $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Fox Sportsworld $0.1800 $0.1800 $0.1800 $0.1800 $0.1800 $0.1800 $0.1800 $0.1800 $0.1800 $0.1800 $0.1800 $0.1800 Outdoor Channel $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 MTV 2 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 MTV X Generation $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 BET on Jazz $0.0850 $0.0850 $0.0850 $0.0850 $0.0850 $0.0850 $0.0850 $0.0850 $0.0850 $0.0850 $0.0850 $0.0850 BET Gospel $0.0850 $0.0850 $0.0850 $0.0850 $0.0850 $0.0850 $0.0850 $0.0850 $0.0850 $0.0850 $0.0850 $0.0850 Wisdom Network $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 FamilyNet $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Bloomberg $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Lifetime Movie Network $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 Independent Film Channel $0.1600 $0.1600 $0.1600 $0.1600 $0.1600 $0.1600 $0.1600 $0.1600 $0.1600 $0.1600 $0.1600 $0.1600

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 53 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Program. Exp. Per Channel - Residential Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Digital Tier (Cont.) Style $0.1100 $0.1100 $0.1100 $0.1100 $0.1100 $0.1100 $0.1100 $0.1100 $0.1100 $0.1100 $0.1100 $0.1100 Tech TV $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 VH-1 Classic Rock (Free with VH-1) $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 VH-Country (Free with VH-1) $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 VH-1 Soul (Free with VH-1) $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 SoapNet $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 Inspirational Network $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 National Geographic $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Good Life TV $0.0800 $0.0800 $0.0800 $0.0800 $0.0800 $0.0800 $0.0800 $0.0800 $0.0800 $0.0800 $0.0800 $0.0800 Music Choice (45 Channels of Digital Audio) $0.3800 $0.3800 $0.3800 $0.3800 $0.3800 $0.3800 $0.3800 $0.3800 $0.3800 $0.3800 $0.3800 $0.3800 Biography Channel/History International $0.2100 $0.2100 $0.2100 $0.2100 $0.2100 $0.2100 $0.2100 $0.2100 $0.2100 $0.2100 $0.2100 $0.2100 Annual Programming Adjustment (Five Percent) $0.1677 $0.1677 $0.1677 $0.1677 $0.1677 $0.1677 $0.1677 $0.1677 $0.1677 $0.1677 $0.1677 $0.1677 Total Digital Basic Tier $3.5219 $3.5219 $3.5219 $3.5219 $3.5219 $3.5219 $3.5219 $3.5219 $3.5219 $3.5219 $3.5219 $3.5219

Premium Services HBO Analog Only $7.9300 $7.9300 $7.9300 $7.9300 $7.9300 $7.9300 $7.9300 $7.9300 $7.9300 $7.9300 $7.9300 $7.9300 HBO Digital Group $7.9300 $7.9300 $7.9300 $7.9300 $7.9300 $7.9300 $7.9300 $7.9300 $7.9300 $7.9300 $7.9300 $7.9300 Cinemax Digital Group $4.4500 $4.4500 $4.4500 $4.4500 $4.4500 $4.4500 $4.4500 $4.4500 $4.4500 $4.4500 $4.4500 $4.4500 Showtime Digital Group $6.3200 $6.3200 $6.3200 $6.3200 $6.3200 $6.3200 $6.3200 $6.3200 $6.3200 $6.3200 $6.3200 $6.3200 The Movie Channel Digital Group $4.6000 $4.6000 $4.6000 $4.6000 $4.6000 $4.6000 $4.6000 $4.6000 $4.6000 $4.6000 $4.6000 $4.6000 Starz/Encore Group $4.2200 $4.2200 $4.2200 $4.2200 $4.2200 $4.2200 $4.2200 $4.2200 $4.2200 $4.2200 $4.2200 $4.2200 Encore $1.6100 $1.6100 $1.6100 $1.6100 $1.6100 $1.6100 $1.6100 $1.6100 $1.6100 $1.6100 $1.6100 $1.6100 Showtime Digital Combo (Show, TMC, Flix & Sundance) $6.6500 $6.6500 $6.6500 $6.6500 $6.6500 $6.6500 $6.6500 $6.6500 $6.6500 $6.6500 $6.6500 $6.6500 HBO Digital Group/Cinemax Digital Group $10.6300 $10.6300 $10.6300 $10.6300 $10.6300 $10.6300 $10.6300 $10.6300 $10.6300 $10.6300 $10.6300 $10.6300 Digital Basic Tier with Music Choice $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Video on Demand Movies & Events $6.5000 $6.5000 $6.5000 $6.5000 $6.5000 $6.5000 $6.5000 $6.5000 $6.5000 $6.5000 $6.5000 $6.5000 Advertising Sales $1.0000 $1.0000 $1.0000 $1.0000 $1.0000 $1.0000 $1.0000 $1.0000 $1.0000 $1.0000 $1.0000 $1.0000

Pay Per View PPV 1 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 PPV 2 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 PPV 3 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 PPV 4 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 PPV 5 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 PPV 6 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 54 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Program. Exp. Per Channel - Commercial

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Limited Basic Headline News $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WBBM (2) CBS Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WGN (9) Chicago Local Off-Air $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WFLD (32) Fox Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WMAQ (5) Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WCIU (26) IND Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Local Community Channel $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WLS (7) ABC Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WPWR (50) UPN Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WTTW (11) PBS Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WCPX (38) PAX Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 TV Guide Channel $0.0203 $0.0203 $0.0203 $0.0203 $0.0203 $0.0203 $0.0203 $0.0203 $0.0203 $0.0203 $0.0203 $0.0203 WGBO (66) Univision Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WSNS (44) Telemundo Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WYCC (22) PBS Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 TBS $0.0568 $0.0568 $0.0568 $0.0568 $0.0568 $0.0568 $0.0568 $0.0568 $0.0568 $0.0568 $0.0568 $0.0568 Local Govt/Educational/Public Access Channel $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Total Limited Basic $0.0771 $0.0771 $0.0771 $0.0771 $0.0771 $0.0771 $0.0771 $0.0771 $0.0771 $0.0771 $0.0771 $0.0771

Standard Basic A & E $0.0477 $0.0477 $0.0477 $0.0477 $0.0477 $0.0477 $0.0477 $0.0477 $0.0477 $0.0477 $0.0477 $0.0477 American Movie Classics $0.0517 $0.0517 $0.0517 $0.0517 $0.0517 $0.0517 $0.0517 $0.0517 $0.0517 $0.0517 $0.0517 $0.0517 American's Health Network $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 America's Talking $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 America's Voice Network $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Animal Planet $0.0310 $0.0310 $0.0310 $0.0310 $0.0310 $0.0310 $0.0310 $0.0310 $0.0310 $0.0310 $0.0310 $0.0310 BET $0.0304 $0.0304 $0.0304 $0.0304 $0.0304 $0.0304 $0.0304 $0.0304 $0.0304 $0.0304 $0.0304 $0.0304 BET On Jazz $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Bloomberg Television $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Bravo $0.0330 $0.0330 $0.0330 $0.0330 $0.0330 $0.0330 $0.0330 $0.0330 $0.0330 $0.0330 $0.0330 $0.0330 Cable In the Classroom $0.0086 $0.0086 $0.0086 $0.0086 $0.0086 $0.0086 $0.0086 $0.0086 $0.0086 $0.0086 $0.0086 $0.0086 Cartoon Network $0.0258 $0.0258 $0.0258 $0.0258 $0.0258 $0.0258 $0.0258 $0.0258 $0.0258 $0.0258 $0.0258 $0.0258 CMTV $0.0203 $0.0203 $0.0203 $0.0203 $0.0203 $0.0203 $0.0203 $0.0203 $0.0203 $0.0203 $0.0203 $0.0203 CNBC $0.0426 $0.0426 $0.0426 $0.0426 $0.0426 $0.0426 $0.0426 $0.0426 $0.0426 $0.0426 $0.0426 $0.0426 CNN $0.0777 $0.0777 $0.0777 $0.0777 $0.0777 $0.0777 $0.0777 $0.0777 $0.0777 $0.0777 $0.0777 $0.0777 Open $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 55 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Program. Exp. Per Channel - Commercial

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Standard Basic (Cont.) CNNfn $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 CNNSI $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Comedy Central $0.0335 $0.0335 $0.0335 $0.0335 $0.0335 $0.0335 $0.0335 $0.0335 $0.0335 $0.0335 $0.0335 $0.0335 Court TV $0.0284 $0.0284 $0.0284 $0.0284 $0.0284 $0.0284 $0.0284 $0.0284 $0.0284 $0.0284 $0.0284 $0.0284 C-Span $0.0122 $0.0122 $0.0122 $0.0122 $0.0122 $0.0122 $0.0122 $0.0122 $0.0122 $0.0122 $0.0122 $0.0122 C-Span 2 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Discovery $0.0641 $0.0641 $0.0641 $0.0641 $0.0641 $0.0641 $0.0641 $0.0641 $0.0641 $0.0641 $0.0641 $0.0641 Disney $0.1725 $0.1725 $0.1725 $0.1725 $0.1725 $0.1725 $0.1725 $0.1725 $0.1725 $0.1725 $0.1725 $0.1725 Do It Yourself Network $0.0122 $0.0122 $0.0122 $0.0122 $0.0122 $0.0122 $0.0122 $0.0122 $0.0122 $0.0122 $0.0122 $0.0122 E! Entertainment $0.0284 $0.0284 $0.0284 $0.0284 $0.0284 $0.0284 $0.0284 $0.0284 $0.0284 $0.0284 $0.0284 $0.0284 Encore $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Encore MoviePlex $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 ESPN $0.3679 $0.3679 $0.3679 $0.3679 $0.3679 $0.3679 $0.3679 $0.3679 $0.3679 $0.3679 $0.3679 $0.3679 ESPN 2 $0.0761 $0.0761 $0.0761 $0.0761 $0.0761 $0.0761 $0.0761 $0.0761 $0.0761 $0.0761 $0.0761 $0.0761 ESPN News $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 ESPN Classic Sports $0.0304 $0.0304 $0.0304 $0.0304 $0.0304 $0.0304 $0.0304 $0.0304 $0.0304 $0.0304 $0.0304 $0.0304 EWTN $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Fit TV $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 ABC Family Channel $0.0371 $0.0371 $0.0371 $0.0371 $0.0371 $0.0371 $0.0371 $0.0371 $0.0371 $0.0371 $0.0371 $0.0371 Food Network $0.0172 $0.0172 $0.0172 $0.0172 $0.0172 $0.0172 $0.0172 $0.0172 $0.0172 $0.0172 $0.0172 $0.0172 Fox News $0.0447 $0.0447 $0.0447 $0.0447 $0.0447 $0.0447 $0.0447 $0.0447 $0.0447 $0.0447 $0.0447 $0.0447 fX $0.0605 $0.0605 $0.0605 $0.0605 $0.0605 $0.0605 $0.0605 $0.0605 $0.0605 $0.0605 $0.0605 $0.0605 fX Movies (no fX in system) $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Game Show Network $0.0223 $0.0223 $0.0223 $0.0223 $0.0223 $0.0223 $0.0223 $0.0223 $0.0223 $0.0223 $0.0223 $0.0223 Golf Channel $0.0426 $0.0426 $0.0426 $0.0426 $0.0426 $0.0426 $0.0426 $0.0426 $0.0426 $0.0426 $0.0426 $0.0426 Great American Country $0.0071 $0.0071 $0.0071 $0.0071 $0.0071 $0.0071 $0.0071 $0.0071 $0.0071 $0.0071 $0.0071 $0.0071 Headline News (Free with CNN) $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 History Channel $0.0365 $0.0365 $0.0365 $0.0365 $0.0365 $0.0365 $0.0365 $0.0365 $0.0365 $0.0365 $0.0365 $0.0365 Home & Garden TV $0.0304 $0.0304 $0.0304 $0.0304 $0.0304 $0.0304 $0.0304 $0.0304 $0.0304 $0.0304 $0.0304 $0.0304 Home Shopping Network $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Independent Film Channel $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 International Channel $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Inspirational Network $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Lifetime Movie Network $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Open $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 56 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Program. Exp. Per Channel - Commercial

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Standard Basic (Cont.) Learning Channel $0.0327 $0.0327 $0.0327 $0.0327 $0.0327 $0.0327 $0.0327 $0.0327 $0.0327 $0.0327 $0.0327 $0.0327 Lifetime $0.0588 $0.0588 $0.0588 $0.0588 $0.0588 $0.0588 $0.0588 $0.0588 $0.0588 $0.0588 $0.0588 $0.0588 Military Channel $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 MSNBC $0.0264 $0.0264 $0.0264 $0.0264 $0.0264 $0.0264 $0.0264 $0.0264 $0.0264 $0.0264 $0.0264 $0.0264 MTV $0.0599 $0.0599 $0.0599 $0.0599 $0.0599 $0.0599 $0.0599 $0.0599 $0.0599 $0.0599 $0.0599 $0.0599 Much Music $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 NASA TV $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 The National Network $0.0629 $0.0629 $0.0629 $0.0629 $0.0629 $0.0629 $0.0629 $0.0629 $0.0629 $0.0629 $0.0629 $0.0629 NET $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Newsport $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Nickelodeon $0.0858 $0.0858 $0.0858 $0.0858 $0.0858 $0.0858 $0.0858 $0.0858 $0.0858 $0.0858 $0.0858 $0.0858 Nostalgia $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Hallmark Channel $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Outdoor Life Network $0.0347 $0.0347 $0.0347 $0.0347 $0.0347 $0.0347 $0.0347 $0.0347 $0.0347 $0.0347 $0.0347 $0.0347 The Outdoor Channel $0.0146 $0.0146 $0.0146 $0.0146 $0.0146 $0.0146 $0.0146 $0.0146 $0.0146 $0.0146 $0.0146 $0.0146 Ovation $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Oxygen $0.0440 $0.0440 $0.0440 $0.0440 $0.0440 $0.0440 $0.0440 $0.0440 $0.0440 $0.0440 $0.0440 $0.0440 Pax Family Network $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Product Information Network (PIN) $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 QVC $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Women's Entertainment (formerly Romance Classics) $0.0284 $0.0284 $0.0284 $0.0284 $0.0284 $0.0284 $0.0284 $0.0284 $0.0284 $0.0284 $0.0284 $0.0284 Sci-Fi Network $0.0325 $0.0325 $0.0325 $0.0325 $0.0325 $0.0325 $0.0325 $0.0325 $0.0325 $0.0325 $0.0325 $0.0325 Speed Channel $0.0347 $0.0347 $0.0347 $0.0347 $0.0347 $0.0347 $0.0347 $0.0347 $0.0347 $0.0347 $0.0347 $0.0347 Fox Sports Midwest $0.1522 $0.1522 $0.1522 $0.1522 $0.1522 $0.1522 $0.1522 $0.1522 $0.1522 $0.1522 $0.1522 $0.1522 Style $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 TBN $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 TBS $0.0568 $0.0568 $0.0568 $0.0568 $0.0568 $0.0568 $0.0568 $0.0568 $0.0568 $0.0568 $0.0568 $0.0568 TNT $0.1461 $0.1461 $0.1461 $0.1461 $0.1461 $0.1461 $0.1461 $0.1461 $0.1461 $0.1461 $0.1461 $0.1461 Toon Disney $0.0183 $0.0183 $0.0183 $0.0183 $0.0183 $0.0183 $0.0183 $0.0183 $0.0183 $0.0183 $0.0183 $0.0183 Travel Channel $0.0142 $0.0142 $0.0142 $0.0142 $0.0142 $0.0142 $0.0142 $0.0142 $0.0142 $0.0142 $0.0142 $0.0142 Turner Classic Movies $0.0446 $0.0446 $0.0446 $0.0446 $0.0446 $0.0446 $0.0446 $0.0446 $0.0446 $0.0446 $0.0446 $0.0446 Turner South $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Tech TV $0.0142 $0.0142 $0.0142 $0.0142 $0.0142 $0.0142 $0.0142 $0.0142 $0.0142 $0.0142 $0.0142 $0.0142 TV Land $0.0203 $0.0203 $0.0203 $0.0203 $0.0203 $0.0203 $0.0203 $0.0203 $0.0203 $0.0203 $0.0203 $0.0203 USA Network $0.0812 $0.0812 $0.0812 $0.0812 $0.0812 $0.0812 $0.0812 $0.0812 $0.0812 $0.0812 $0.0812 $0.0812

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 57 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Program. Exp. Per Channel - Commercial

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Standard Basic (Cont.) VH-1 $0.0264 $0.0264 $0.0264 $0.0264 $0.0264 $0.0264 $0.0264 $0.0264 $0.0264 $0.0264 $0.0264 $0.0264 Weather Channel $0.0317 $0.0317 $0.0317 $0.0317 $0.0317 $0.0317 $0.0317 $0.0317 $0.0317 $0.0317 $0.0317 $0.0317 WeatherScan $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 SoapNet $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 National Geographic Channel $0.0304 $0.0304 $0.0304 $0.0304 $0.0304 $0.0304 $0.0304 $0.0304 $0.0304 $0.0304 $0.0304 $0.0304 Fine Living $0.0223 $0.0223 $0.0223 $0.0223 $0.0223 $0.0223 $0.0223 $0.0223 $0.0223 $0.0223 $0.0223 $0.0223 Galavision $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Biography (Includes History International) $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Total Standard Basic $2.6670 $2.6670 $2.6670 $2.6670 $2.6670 $2.6670 $2.6670 $2.6670 $2.6670 $2.6670 $2.6670 $2.6670

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 58 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Program. Exp. Per Channel - Commercial

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Premium Services HBO Analog Only $1.6090 $1.6090 $1.6090 $1.6090 $1.6090 $1.6090 $1.6090 $1.6090 $1.6090 $1.6090 $1.6090 $1.6090

Pay Per View Pay Per View 1 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 Pay Per View 2 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 Open $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Open $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Open $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 59 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Programming Expense - Residential

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Limited Basic Headline News $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WBBM (2) CBS Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WGN (9) Chicago Local Off-Air $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WCIU (26) IND Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WPWR (50) UPN Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WTTW (11) PBS Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WCPX (38) PAX Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 TV Guide Channel $0.00 $0.00 $0.00 $0.00 $0.00 $12.09 $42.31 $84.62 $132.98 $181.33 $223.64 $256.28 WGBO (66) Univision Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WSNS (44) Telemundo Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WYCC (22) PBS Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 TBS $0.00 $0.00 $0.00 $0.00 $0.00 $33.85 $118.47 $236.94 $372.33 $507.73 $626.19 $717.59 Local Govt/Educational/Public Access Channel $0.00 $0.00 $0.00 $0.00 $0.00 $33.85 $118.47 $236.94 $372.33 $507.73 $626.19 $717.59 Total Limited Basic $0.00 $0.00 $0.00 $0.00 $0.00 $79.79 $279.25 $558.50 $877.64 $1,196.78 $1,476.03 $1,691.45

Standard Basic A & E $0.00 $0.00 $0.00 $0.00 $0.00 $27.56 $96.45 $192.89 $303.12 $413.34 $509.79 $584.19 American Movie Classics $0.00 $0.00 $0.00 $0.00 $0.00 $29.90 $104.65 $209.31 $328.92 $448.52 $553.18 $633.91 American's Health Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 America's Talking $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 America's Voice Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Animal Planet $0.00 $0.00 $0.00 $0.00 $0.00 $17.94 $62.79 $125.59 $197.35 $269.11 $331.91 $380.35 BET $0.00 $0.00 $0.00 $0.00 $0.00 $17.59 $61.56 $123.12 $193.48 $263.84 $325.40 $372.89 BET On Jazz $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Bloomberg Television $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Bravo $0.00 $0.00 $0.00 $0.00 $0.00 $19.05 $66.69 $133.38 $209.60 $285.82 $352.51 $403.96 Cable In the Classroom $0.00 $0.00 $0.00 $0.00 $0.00 $0.42 $1.45 $2.91 $4.57 $6.23 $7.68 $8.80 Cartoon Network $0.00 $0.00 $0.00 $0.00 $0.00 $14.89 $52.12 $104.24 $163.81 $223.38 $275.50 $315.71 CMTV $0.00 $0.00 $0.00 $0.00 $0.00 $11.73 $41.04 $82.08 $128.99 $175.89 $216.93 $248.59 CNBC $0.00 $0.00 $0.00 $0.00 $0.00 $24.62 $86.19 $172.37 $270.87 $369.37 $455.56 $522.04 CNN $0.00 $0.00 $0.00 $0.00 $0.00 $44.91 $157.19 $314.38 $494.02 $673.66 $830.85 $952.11 CNNfn $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 CNNSI $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Comedy Central $0.00 $0.00 $0.00 $0.00 $0.00 $19.35 $67.72 $135.44 $212.83 $290.22 $357.94 $410.18 Court TV $0.00 $0.00 $0.00 $0.00 $0.00 $16.42 $57.46 $114.92 $180.58 $246.25 $303.70 $348.03 C-Span $0.00 $0.00 $0.00 $0.00 $0.00 $7.04 $24.62 $49.25 $77.39 $105.53 $130.16 $149.16 Discovery $0.00 $0.00 $0.00 $0.00 $0.00 $37.05 $129.69 $259.38 $407.60 $555.81 $685.50 $785.55 Disney $0.00 $0.00 $0.00 $0.00 $0.00 $99.67 $348.85 $697.70 $1,096.38 $1,495.07 $1,843.92 $2,113.03

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 60 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Programming Expense - Residential

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Standard Basic (Cont.) Do It Yourself Network $0.00 $0.00 $0.00 $0.00 $0.00 $7.04 $24.62 $49.25 $77.39 $105.53 $130.16 $149.16 E! Entertainment $0.00 $0.00 $0.00 $0.00 $0.00 $16.42 $57.46 $114.92 $180.58 $246.25 $303.70 $348.03 Encore $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Encore MoviePlex $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 ESPN $0.00 $0.00 $0.00 $0.00 $0.00 $212.59 $744.08 $1,488.15 $2,338.52 $3,188.90 $3,932.97 $4,506.97 ESPN 2 $0.00 $0.00 $0.00 $0.00 $0.00 $43.97 $153.90 $307.81 $483.70 $659.59 $813.49 $932.22 EWTN $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Fit TV $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 ABC Family Channel $0.00 $0.00 $0.00 $0.00 $0.00 $21.46 $75.11 $150.21 $236.05 $321.88 $396.99 $454.92 Food Network $0.00 $0.00 $0.00 $0.00 $0.00 $9.97 $34.88 $69.77 $109.64 $149.51 $184.39 $211.30 Fox News $0.00 $0.00 $0.00 $0.00 $0.00 $25.86 $90.50 $180.99 $284.42 $387.84 $478.33 $548.15 fX $0.00 $0.00 $0.00 $0.00 $0.00 $34.94 $122.30 $244.61 $384.38 $524.15 $646.46 $740.80 fX Movies (no fX in system) $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Game Show Network $0.00 $0.00 $0.00 $0.00 $0.00 $12.90 $45.15 $90.29 $141.89 $193.48 $238.62 $273.45 Golf Channel $0.00 $0.00 $0.00 $0.00 $0.00 $24.62 $86.19 $172.37 $270.87 $369.37 $455.56 $522.04 Great American Country $0.00 $0.00 $0.00 $0.00 $0.00 $4.10 $14.36 $28.73 $45.15 $61.56 $75.93 $87.01 Headline News (Free with CNN) $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 History Channel $0.00 $0.00 $0.00 $0.00 $0.00 $21.11 $73.87 $147.75 $232.18 $316.60 $390.48 $447.47 Home & Garden TV $0.00 $0.00 $0.00 $0.00 $0.00 $17.59 $61.56 $123.12 $193.48 $263.84 $325.40 $372.89 Home Shopping Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Independent Film Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 International Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Inspirational Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Lifetime Movie Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Open $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Learning Channel $0.00 $0.00 $0.00 $0.00 $0.00 $18.88 $66.08 $132.15 $207.67 $283.18 $349.26 $400.23 Lifetime $0.00 $0.00 $0.00 $0.00 $0.00 $34.01 $119.02 $238.04 $374.06 $510.08 $629.10 $720.92 Military Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 MSNBC $0.00 $0.00 $0.00 $0.00 $0.00 $15.24 $53.35 $106.71 $167.68 $228.66 $282.01 $323.17 MTV $0.00 $0.00 $0.00 $0.00 $0.00 $34.59 $121.07 $242.14 $380.51 $518.88 $639.95 $733.35 Much Music $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 NASA TV $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 The National Network $0.00 $0.00 $0.00 $0.00 $0.00 $36.35 $127.23 $254.46 $399.86 $545.26 $672.49 $770.64 NET $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Newsport $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Nickelodeon $0.00 $0.00 $0.00 $0.00 $0.00 $49.60 $173.60 $347.21 $545.61 $744.02 $917.62 $1,051.54

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 61 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Programming Expense - Residential

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Standard Basic (Cont.) Nostalgia $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Hallmark Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Outdoor Life Network $0.00 $0.00 $0.00 $0.00 $0.00 $20.05 $70.18 $140.36 $220.57 $300.77 $370.95 $425.09 The Outdoor Channel $0.00 $0.00 $0.00 $0.00 $0.00 $8.44 $29.55 $59.10 $92.87 $126.64 $156.19 $178.99 Ovation $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Oxygen $0.00 $0.00 $0.00 $0.00 $0.00 $25.45 $89.06 $178.12 $279.90 $381.68 $470.74 $539.44 Pax Family Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Product Information Network (PIN) $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 QVC $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Women's Entertainment (formerly Romance Classics) $0.00 $0.00 $0.00 $0.00 $0.00 $16.42 $57.46 $114.92 $180.58 $246.25 $303.70 $348.03 Sci-Fi Network $0.00 $0.00 $0.00 $0.00 $0.00 $18.76 $65.67 $131.33 $206.38 $281.42 $347.09 $397.75 Speed Channel $0.00 $0.00 $0.00 $0.00 $0.00 $20.05 $70.18 $140.36 $220.57 $300.77 $370.95 $425.09 Fox Sports Midwest $0.00 $0.00 $0.00 $0.00 $0.00 $87.95 $307.81 $615.62 $967.40 $1,319.18 $1,626.99 $1,864.44 Style $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 TBN $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 TBS $0.00 $0.00 $0.00 $0.00 $0.00 $32.83 $114.92 $229.83 $361.16 $492.49 $607.41 $696.06 TNT $0.00 $0.00 $0.00 $0.00 $0.00 $84.43 $295.50 $590.99 $928.70 $1,266.41 $1,561.91 $1,789.86 Toon Disney $0.00 $0.00 $0.00 $0.00 $0.00 $10.55 $36.94 $73.87 $116.09 $158.30 $195.24 $223.73 Travel Channel $0.00 $0.00 $0.00 $0.00 $0.00 $8.21 $28.73 $57.46 $90.29 $123.12 $151.85 $174.01 Turner Classic Movies $0.00 $0.00 $0.00 $0.00 $0.00 $25.80 $90.29 $180.58 $283.77 $386.96 $477.25 $546.90 Turner South $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Tech TV $0.00 $0.00 $0.00 $0.00 $0.00 $8.21 $28.73 $57.46 $90.29 $123.12 $151.85 $174.01 TV Land $0.00 $0.00 $0.00 $0.00 $0.00 $11.73 $41.04 $82.08 $128.99 $175.89 $216.93 $248.59 USA Network $0.00 $0.00 $0.00 $0.00 $0.00 $46.90 $164.16 $328.33 $515.95 $703.56 $867.73 $994.37 VH-1 $0.00 $0.00 $0.00 $0.00 $0.00 $15.24 $53.35 $106.71 $167.68 $228.66 $282.01 $323.17 Weather Channel $0.00 $0.00 $0.00 $0.00 $0.00 $18.29 $64.02 $128.05 $201.22 $274.39 $338.41 $387.80 WeatherScan $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 SoapNet $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 National Geographic Channel $0.00 $0.00 $0.00 $0.00 $0.00 $17.59 $61.56 $123.12 $193.48 $263.84 $325.40 $372.89 Fine Living $0.00 $0.00 $0.00 $0.00 $0.00 $12.90 $45.15 $90.29 $141.89 $193.48 $238.62 $273.45 Galavision $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Biography (Includes History International) $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 62 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Programming Expense - Residential

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Standard Basic (Cont.) Annual Adjustment $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Total Standard Basic $0.00 $0.00 $0.00 $0.00 $0.00 $1,519.17 $5,317.10 $10,634.20 $16,710.89 $22,787.58 $28,104.68 $32,206.44

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 63 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Programming Expense - Residential

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Premiums HBO Digital Group $0.00 $0.00 $0.00 $0.00 $0.00 $76.69 $268.42 $536.83 $843.60 $1,150.36 $1,418.78 $1,625.84 Cinemax Digital Group $0.00 $0.00 $0.00 $0.00 $0.00 $32.28 $112.97 $225.94 $355.05 $484.15 $597.12 $684.27 Showtime Digital Group $0.00 $0.00 $0.00 $0.00 $0.00 $45.84 $160.44 $320.88 $504.24 $687.61 $848.05 $971.82 The Movie Channel Digital Group $0.00 $0.00 $0.00 $0.00 $0.00 $27.80 $97.31 $194.63 $305.84 $417.06 $514.37 $589.45 Starz/Encore Group $0.00 $0.00 $0.00 $0.00 $0.00 $63.77 $223.19 $446.38 $701.45 $956.52 $1,179.71 $1,351.88 Flix Group $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Independent Film Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Sundance Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Showtime Digital Combo (Show, TMC, Flix & Sundance) $0.00 $0.00 $0.00 $0.00 $0.00 $120.58 $422.05 $844.09 $1,326.43 $1,808.77 $2,230.82 $2,556.40 HBO Digital Group/Cinemax Digital Group $0.00 $0.00 $0.00 $0.00 $0.00 $64.25 $224.88 $449.76 $706.77 $963.77 $1,188.65 $1,362.13 Sundance, Flix, Independent Film Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Digital Basic Tier with Music Choice $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Video on Demand Movies & Events $0.00 $0.00 $0.00 $0.00 $0.00 $86.43 $302.52 $605.04 $950.78 $1,296.51 $1,599.03 $1,832.41 Advertising Sales $0.00 $0.00 $0.00 $0.00 $0.00 $120.89 $423.10 $846.21 $1,329.76 $1,813.31 $2,236.41 $2,562.80 Open $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Open $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Open $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Total $0.00 $0.00 $0.00 $0.00 $0.00 $638.54 $2,234.88 $4,469.76 $7,023.91 $9,578.06 $11,812.94 $13,536.99

Pay Per View PPV 1 $0.00 $0.00 $0.00 $0.00 $0.00 $16.12 $56.41 $112.83 $177.30 $241.77 $298.19 $341.71 PPV 2 $0.00 $0.00 $0.00 $0.00 $0.00 $16.12 $56.41 $112.83 $177.30 $241.77 $298.19 $341.71 PPV 3 $0.00 $0.00 $0.00 $0.00 $0.00 $16.12 $56.41 $112.83 $177.30 $241.77 $298.19 $341.71 PPV 4 $0.00 $0.00 $0.00 $0.00 $0.00 $16.12 $56.41 $112.83 $177.30 $241.77 $298.19 $341.71 PPV 5 $0.00 $0.00 $0.00 $0.00 $0.00 $16.12 $56.41 $112.83 $177.30 $241.77 $298.19 $341.71 PPV 6 $0.00 $0.00 $0.00 $0.00 $0.00 $16.12 $56.41 $112.83 $177.30 $241.77 $298.19 $341.71 Open $0.00 $0.00 $0.00 $0.00 $0.00 $16.12 $56.41 $112.83 $177.30 $241.77 $298.19 $341.71 Open $0.00 $0.00 $0.00 $0.00 $0.00 $16.12 $56.41 $112.83 $177.30 $241.77 $298.19 $341.71 Open $0.00 $0.00 $0.00 $0.00 $0.00 $16.12 $56.41 $112.83 $177.30 $241.77 $298.19 $341.71 Total $0.00 $0.00 $0.00 $0.00 $0.00 $145.06 $507.73 $1,015.45 $1,595.71 $2,175.97 $2,683.69 $3,075.37

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 64 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Programming Expense - Commercial

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Limited Basic Headline News $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WBBM (2) CBS Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WGN (9) Chicago Local Off-Air $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WFLD (32) Fox Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WMAQ (5) Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WCIU (26) IND Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Local Community Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WLS (7) ABC Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WPWR (50) UPN Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WTTW (11) PBS Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WCPX (38) PAX Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 TV Guide Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.09 $0.31 $0.61 $0.96 $1.31 $1.61 $1.85 WGBO (66) Univision Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WSNS (44) Telemundo Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WYCC (22) PBS Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.33 $1.16 $2.32 $3.64 $4.97 $6.13 $7.02 TBS $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Local Govt/Educational/Public Access Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Total Limited Basic $0.00 $0.00 $0.00 $0.00 $0.00 $0.09 $0.31 $0.61 $0.96 $1.31 $1.61 $1.85

Standard Basic A & E $0.00 $0.00 $0.00 $0.00 $0.00 $0.20 $0.72 $1.43 $2.25 $3.07 $3.79 $4.34 American Movie Classics $0.00 $0.00 $0.00 $0.00 $0.00 $0.22 $0.78 $1.56 $2.45 $3.34 $4.11 $4.71 American's Health Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 America's Talking $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 America's Voice Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Animal Planet $0.00 $0.00 $0.00 $0.00 $0.00 $0.13 $0.47 $0.93 $1.47 $2.00 $2.47 $2.83 BET $0.00 $0.00 $0.00 $0.00 $0.00 $0.13 $0.46 $0.92 $1.44 $1.96 $2.42 $2.77 BET On Jazz $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Bloomberg Television $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Bravo $0.00 $0.00 $0.00 $0.00 $0.00 $0.14 $0.50 $0.99 $1.56 $2.13 $2.62 $3.00 Cable In the Classroom $0.00 $0.00 $0.00 $0.00 $0.00 $0.04 $0.13 $0.26 $0.41 $0.56 $0.69 $0.79 Cartoon Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.11 $0.39 $0.78 $1.22 $1.66 $2.05 $2.35 CMTV $0.00 $0.00 $0.00 $0.00 $0.00 $0.09 $0.31 $0.61 $0.96 $1.31 $1.61 $1.85 CNBC $0.00 $0.00 $0.00 $0.00 $0.00 $0.18 $0.64 $1.28 $2.01 $2.75 $3.39 $3.88 CNN $0.00 $0.00 $0.00 $0.00 $0.00 $0.33 $1.17 $2.34 $3.67 $5.01 $6.18 $7.08

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva 65 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Programming Expense - Commercial

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Standard Basic (Cont.) CNNfn $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 CNNSI $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Comedy Central $0.00 $0.00 $0.00 $0.00 $0.00 $0.14 $0.50 $1.01 $1.58 $2.16 $2.66 $3.05 Court TV $0.00 $0.00 $0.00 $0.00 $0.00 $0.12 $0.43 $0.85 $1.34 $1.83 $2.26 $2.59 C-Span $0.00 $0.00 $0.00 $0.00 $0.00 $0.05 $0.18 $0.37 $0.58 $0.78 $0.97 $1.11 C-Span 2 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Discovery $0.00 $0.00 $0.00 $0.00 $0.00 $0.28 $0.96 $1.93 $3.03 $4.13 $5.10 $5.84 Disney $0.00 $0.00 $0.00 $0.00 $0.00 $0.74 $2.59 $5.19 $8.15 $11.12 $13.71 $15.71 Do It Yourself Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.05 $0.18 $0.37 $0.58 $0.78 $0.97 $1.11 E! Entertainment $0.00 $0.00 $0.00 $0.00 $0.00 $0.12 $0.43 $0.85 $1.34 $1.83 $2.26 $2.59 Encore $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Encore MoviePlex $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 ESPN $0.00 $0.00 $0.00 $0.00 $0.00 $1.58 $5.53 $11.07 $17.39 $23.71 $29.25 $33.51 ESPN 2 $0.00 $0.00 $0.00 $0.00 $0.00 $0.33 $1.14 $2.29 $3.60 $4.90 $6.05 $6.93 ESPN News $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 ESPN Classic Sports $0.00 $0.00 $0.00 $0.00 $0.00 $0.13 $0.46 $0.92 $1.44 $1.96 $2.42 $2.77 EWTN $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Fit TV $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 ABC Family Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.16 $0.56 $1.12 $1.76 $2.39 $2.95 $3.38 Food Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.07 $0.26 $0.52 $0.82 $1.11 $1.37 $1.57 Fox News $0.00 $0.00 $0.00 $0.00 $0.00 $0.19 $0.67 $1.35 $2.11 $2.88 $3.56 $4.08 fX $0.00 $0.00 $0.00 $0.00 $0.00 $0.26 $0.91 $1.82 $2.86 $3.90 $4.81 $5.51 fX Movies (no fX in system) $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Game Show Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.10 $0.34 $0.67 $1.06 $1.44 $1.77 $2.03 Golf Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.18 $0.64 $1.28 $2.01 $2.75 $3.39 $3.88 Great American Country $0.00 $0.00 $0.00 $0.00 $0.00 $0.03 $0.11 $0.21 $0.34 $0.46 $0.56 $0.65 Headline News (Free with CNN) $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 History Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.16 $0.55 $1.10 $1.73 $2.35 $2.90 $3.33 Home & Garden TV $0.00 $0.00 $0.00 $0.00 $0.00 $0.13 $0.46 $0.92 $1.44 $1.96 $2.42 $2.77 Home Shopping Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Independent Film Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 International Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Inspirational Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Lifetime Movie Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Open $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 66 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Programming Expense - Commercial

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Standard Basic (Cont.) Learning Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.14 $0.49 $0.98 $1.54 $2.11 $2.60 $2.98 Lifetime $0.00 $0.00 $0.00 $0.00 $0.00 $0.25 $0.89 $1.77 $2.78 $3.79 $4.68 $5.36 Military Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 MSNBC $0.00 $0.00 $0.00 $0.00 $0.00 $0.11 $0.40 $0.79 $1.25 $1.70 $2.10 $2.40 MTV $0.00 $0.00 $0.00 $0.00 $0.00 $0.26 $0.90 $1.80 $2.83 $3.86 $4.76 $5.45 Much Music $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 NASA TV $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 The National Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.27 $0.95 $1.89 $2.97 $4.05 $5.00 $5.73 NET $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Newsport $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Nickelodeon $0.00 $0.00 $0.00 $0.00 $0.00 $0.37 $1.29 $2.58 $4.06 $5.53 $6.82 $7.82 Nostalgia $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Hallmark Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Outdoor Life Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.15 $0.52 $1.04 $1.64 $2.24 $2.76 $3.16 The Outdoor Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.06 $0.22 $0.44 $0.69 $0.94 $1.16 $1.33 Ovation $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Oxygen $0.00 $0.00 $0.00 $0.00 $0.00 $0.19 $0.66 $1.32 $2.08 $2.84 $3.50 $4.01 Pax Family Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Product Information Network (PIN) $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 QVC $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Women's Entertainment (formerly Romance Classics) $0.00 $0.00 $0.00 $0.00 $0.00 $0.12 $0.43 $0.85 $1.34 $1.83 $2.26 $2.59 Sci-Fi Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.14 $0.49 $0.98 $1.53 $2.09 $2.58 $2.96 Speed Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.15 $0.52 $1.04 $1.64 $2.24 $2.76 $3.16 Fox Sports Midwest $0.00 $0.00 $0.00 $0.00 $0.00 $0.65 $2.29 $4.58 $7.19 $9.81 $12.10 $13.86 Style $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 TBN $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 TBS $0.00 $0.00 $0.00 $0.00 $0.00 $0.24 $0.85 $1.71 $2.69 $3.66 $4.52 $5.18 TNT $0.00 $0.00 $0.00 $0.00 $0.00 $0.63 $2.20 $4.39 $6.91 $9.42 $11.61 $13.31 Toon Disney $0.00 $0.00 $0.00 $0.00 $0.00 $0.08 $0.27 $0.55 $0.86 $1.18 $1.45 $1.66 Travel Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.06 $0.21 $0.43 $0.67 $0.92 $1.13 $1.29 Turner Classic Movies $0.00 $0.00 $0.00 $0.00 $0.00 $0.19 $0.67 $1.34 $2.11 $2.88 $3.55 $4.07 Turner South $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Tech TV $0.00 $0.00 $0.00 $0.00 $0.00 $0.06 $0.21 $0.43 $0.67 $0.92 $1.13 $1.29 TV Land $0.00 $0.00 $0.00 $0.00 $0.00 $0.09 $0.31 $0.61 $0.96 $1.31 $1.61 $1.85 USA Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.35 $1.22 $2.44 $3.84 $5.23 $6.45 $7.39

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 67 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Programming Expense - Commercial

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Standard Basic (Cont.) VH-1 $0.00 $0.00 $0.00 $0.00 $0.00 $0.11 $0.40 $0.79 $1.25 $1.70 $2.10 $2.40 Weather Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.14 $0.48 $0.95 $1.50 $2.04 $2.52 $2.88 WeatherScan $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 SoapNet $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 National Geographic Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.13 $0.46 $0.92 $1.44 $1.96 $2.42 $2.77 Fine Living $0.00 $0.00 $0.00 $0.00 $0.00 $0.10 $0.34 $0.67 $1.06 $1.44 $1.77 $2.03 Galavision $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Biography (Includes History International) $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Open $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Open $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Open $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Open $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Open $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Annual Adjustment $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Total Standard Basic $0.00 $0.00 $0.00 $0.00 $0.00 $11.46 $40.12 $80.23 $126.08 $171.92 $212.04 $242.98

HBO Analog Only $0.00 $0.00 $0.00 $0.00 $0.00 $6.91 $24.20 $48.40 $76.06 $103.72 $127.92 $146.59 Pay Per View $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 68 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Begin All Services

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Basic 0000002426041,088 1,572 2,055 2,418 Expanded Basic 0000002355861,055 1,524 1,993 2,345 Business Basic 000000012345 Line Maintenance Plan 0000001573937071,021 1,336 1,572 HBO Digital Group 000000194887126164193 Cinemax Digital Group 00000015366594123145 Showtime Digital Group 00000015366594123145 The Movie Channel Digital Group 00000012305479103121 Starz/Encore Group 0000003076136196257302 Flix Group 000000000000 Independent Film Channel 000000000000 Sundance Channel 000000000000 Showtime Digital Combo (Show, TMC, Flix & Sundance) 0000003691163236308363 HBO Digital Group/Cinemax Digital Group 00000012305479103121 Sundance, Flix, Independent Film Channel 000000000000 Digital Basic Tier with Music Choice 00000058145261377493580 Video on Demand Movies & Events 0000002766120173226266 Advertising Sales 0000002426041,088 1,572 2,055 2,418 Open 000000000000 Open 000000000000 Open 000000000000

Commercial Basic 00000092139567386 Commercial HBO 000000248111517 Commercial Pay Per View 000000000000

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 69 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Begin All Services (Cont.)

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

High Speed Data - Total Package 00000061630466379 High Speed Data - Video Customers 000000164278119164204 Hight Speed Data - Non Video Customers 00000012305786119148

Standard Business High Speed Data - Level 1 000000124679 Standard Business High Speed Data - Level 2 000000248111417 Business Plus High Speed Data - Level 1 0000003611162125 Business Plus High Speed Data - Level 2 0000003815222833 Business Elite High Speed Data - Level 1 00000041019273542 Business Elite High Speed Data - Level 2 00000051323334350 Direct Business High Speed Data - Level 1 00000061526385058 Direct Business High Speed Data - Level 2 00000071730435767

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 70 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Add All Services

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Basic 00000242363484484484363290 Expanded Basic 00000235352469469469352281 Business Basic 000000111111 Line Maintenance Plan 00000157236314314314236189 HBO Digital Group 0000019293939392923 Cinemax Digital Group 0000015222929292217 Showtime Digital Group 0000015222929292217 The Movie Channel Digital Group 0000012182424241815 Starz/Encore Group 0000030456060604536 Flix Group 000000000000 Independent Film Channel 000000000000 Sundance Channel 000000000000 Showtime Digital Combo (Show, TMC, Flix & Sundance) 0000036547373735444

Commercial Basic 000009131717171310 Commercial HBO 000002333332 Commercial Pay Per View 000000000000

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 71 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Add All Services (Cont.)

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Standard High Speed Data - Level 1 000005811111186 Silver High Speed Data - Level 2 0000014212828282117 Gold & Platnimum High Speed Data - Level 3 0000010152020201512 High Speed Data - Level 1 - Remarket 000001245789 High Speed Data - Level 2 - Remarket 0000025914182123 High Speed Data - Level 3 - Remarket 0000024710131517 Total 0000034557887968884

Standard Business High Speed Data - Level 1 000001122211 Standard Business High Speed Data - Level 2 000002333332 Business Plus High Speed Data - Level 1 000003455543 Business Plus High Speed Data - Level 2 000003577754 Business Elite High Speed Data - Level 1 000004688865 Business Elite High Speed Data - Level 2 000005810101086 Direct Business High Speed Data - Level 1 000006912121297 Direct Business High Speed Data - Level 2 00000710131313108 Total 0000030456060604536

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 72 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 End All Services

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Basic 000002426041,088 1,572 2,055 2,418 2,708 Expanded Basic 000002355861,055 1,524 1,993 2,345 2,627 Business Basic 000000123455 Line Maintenance Plan 000001573937071,021 1,336 1,572 1,760 HBO Digital Group 00000194887126164193217 Cinemax Digital Group 0000015366594123145162 Showtime Digital Group 0000015366594123145162 The Movie Channel Digital Group 0000012305479103121135 Starz/Encore Group 000003076136196257302338 Flix Group 000000000000 Independent Film Channel 000000000000 Sundance Channel 000000000000 Showtime Digital Combo (Show, TMC, Flix & Sundance) 000003691163236308363406

Commercial Basic 000009213956738696 Commercial HBO 0000024811151719 Commercial Pay Per View 000000000000

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 73 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 End All Services (Cont.)

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

High Speed Data - Level 1 Disconnects 000000000000 High Speed Data - Level 2 Disconnects 000000001111 High Speed Data - Level 3 Disconnects 000000000111

High Speed Data - Level 1 Net 000006163046637993 High Speed Data - Level 2 Net 00000164278119164204243 High Speed Data - Level 3 Net 0000012305786119148176

Standard Business High Speed Data - Level 1 0000012467910 Standard Business High Speed Data - Level 2 0000024811141719 Business Plus High Speed Data - Level 1 00000361116212528 Business Plus High Speed Data - Level 2 00000381522283337 Business Elite High Speed Data - Level 1 000004101927354247 Business Elite High Speed Data - Level 2 000005132333435056 Direct Business High Speed Data - Level 1 000006152638505865 Direct Business High Speed Data - Level 2 000007173043576775 Total Commercial High Speed Data 000003075135196256301337

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 74 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Average All Services

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Basic 000001214238461,330 1,813 2,236 2,563 Expanded Basic 000001174108211,290 1,759 2,169 2,486 Business Basic 000000123445 Line Maintenance Plan 00000792755508641,179 1,454 1,666 HBO Digital Group 00000103468106145179205 Cinemax Digital Group 000007255180109134154 Showtime Digital Group 000007255180109134154 The Movie Channel Digital Group 00000621426691112128 Starz/Encore Group 000001553106166227280320 Flix Group 000000000000 Independent Film Channel 000000000000 Sundance Channel 000000000000 Showtime Digital Combo (Show, TMC, Flix & Sundance) 000001863127199272335384 HBO Digital Group/Cinemax Digital Group 00000621426691112128 Sundance, Flix, Independent Film Channel 000000000000 Digital Basic Tier with Music Choice 0000029102203319435537615 Video on Demand Movies & Events 00000134793146199246282 Advertising Sales 000001214238461,330 1,813 2,236 2,563 Open 000000000000 Open 000000000000 Open 000000000000

Commercial Basic 000004153047648091 Commercial HBO 000001369131618 Commercial Pay Per View 000000000000

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 75 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Average All Services (Cont.)

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Standard High Speed Data - Level 1 000003112338547186 Silver High Speed Data - Level 2 000008296099141184224 Gold & Platnimum High Speed Data - Level 3 000006214472103133162 Total 000001761127208298388472

Standard Business High Speed Data - Level 1 000000235689 Standard Business High Speed Data - Level 2 000001369131618 Business Plus High Speed Data - Level 1 0000014914192327 Business Plus High Speed Data - Level 2 00000261218253135 Business Elite High Speed Data - Level 1 00000271523313944 Business Elite High Speed Data - Level 2 00000391828384653 Direct Business High Speed Data - Level 1 000003102032445462 Direct Business High Speed Data - Level 2 000003122337506271 Total 000001553105165226278319

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 1 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Bond Compliance Flow of Funds

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Customer Revenues Video $155,872 $155,950 $156,106 $156,262 $156,418 $156,575 $156,731 $156,888 $157,045 $157,202 $157,359 $157,517 Residential High Speed Data $26,464 $28,573 $30,660 $32,739 $34,810 $36,872 $38,927 $40,974 $43,012 $45,043 $47,065 $49,080 Commerial Video and High Speed Data $82,811 $83,237 $83,320 $83,404 $83,487 $83,571 $83,654 $83,738 $83,822 $83,905 $83,989 $84,073 Telecommunications $203,175 $203,342 $203,541 $203,719 $203,987 $204,210 $204,295 $204,640 $204,766 $205,022 $205,123 $205,265

Total Customer Operating Revenues $468,322 $471,103 $473,627 $476,123 $478,702 $481,227 $483,608 $486,240 $488,644 $491,172 $493,537 $495,935

Customer Operating Expenses Video $140,785 $140,800 $140,857 $140,914 $140,973 $141,031 $141,088 $141,149 $141,207 $141,268 $141,327 $171,628 Residential High Speed Data $13,879 $14,628 $15,092 $15,551 $16,006 $16,456 $17,286 $17,743 $18,196 $18,644 $19,527 $19,980 Commerial Video and High Speed Data $18,097 $17,973 $17,860 $17,753 $17,651 $17,553 $17,460 $17,370 $17,285 $17,203 $17,125 $17,050 Telecommunications $87,371 $87,505 $87,546 $87,593 $87,648 $89,778 $87,807 $87,874 $87,905 $87,956 $87,990 $88,026

Total Customer Operating Expenses $260,132 $260,907 $261,356 $261,811 $262,277 $264,818 $263,640 $264,136 $264,593 $265,072 $265,968 $296,683

Net Revenues Before Other Resolution Income & Expenses Video $15,087 $15,150 $15,249 $15,348 $15,446 $15,544 $15,643 $15,739 $15,838 $15,934 $16,032 ($14,111) Residential High Speed Data $12,585 $13,944 $15,568 $17,188 $18,804 $20,416 $21,641 $23,231 $24,816 $26,398 $27,539 $29,100 Commerial Video and High Speed Data $64,713 $65,264 $65,460 $65,651 $65,836 $66,018 $66,195 $66,368 $66,537 $66,702 $66,865 $67,024 Telecommunications $115,804 $115,837 $115,994 $116,125 $116,340 $114,432 $116,489 $116,767 $116,860 $117,066 $117,133 $117,239

Total Net Revenues Before Other O&M Under Resolution $208,190 $210,196 $212,271 $214,312 $216,426 $216,409 $219,968 $222,104 $224,051 $226,101 $227,568 $199,252

Other Income & Expenses Interest Earned $2,966 $2,583 $2,823 $3,066 $3,312 $3,535 $3,682 $3,314 $3,570 $3,828 $4,090 $4,354 Other O&M Expenses Under Resolution $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

Net Revenues As Defined By Resolution $211,156 $212,778 $215,095 $217,378 $219,738 $219,944 $223,650 $225,417 $227,621 $229,929 $231,658 $203,606

Uses of Net Revenue Debt Service (Defined as Principal and Interest) $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Utility Plant Improvement Fund $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Fund Transfer $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

Net Available for Flow of Funds $211,156 $212,778 $215,095 $217,378 $219,738 $219,944 $223,650 $225,417 $227,621 $229,929 $231,658 $203,606

Debt Service Coverage 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 2 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Customer Summary

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Homes Passed by Service Area Geneva, Illinois 7,964 7,972 7,980 7,988 7,996 8,004 8,012 8,020 8,028 8,036 8,044 8,052 Phase II Service Area 000000000000 Phase III Service Area 000000000000 Total 7,964 7,972 7,980 7,988 7,996 8,004 8,012 8,020 8,028 8,036 8,044 8,052

Total Video Customers by Service Area Geneva, Illinois 2,708 2,711 2,713 2,716 2,719 2,721 2,724 2,727 2,730 2,732 2,735 2,738 Phase II Service Area 000000000000 Phase III Service Area 000000000000 Total 2,708 2,711 2,713 2,716 2,719 2,721 2,724 2,727 2,730 2,732 2,735 2,738 Video Customers to Homes Passed 34.0% 34.0% 34.0% 34.0% 34.0% 34.0% 34.0% 34.0% 34.0% 34.0% 34.0% 34.0%

Total Residential Data Customers Total 559 606 652 698 744 790 836 882 927 972 1,017 1,062 Residential Data Customer to Homes Passed 7.0% 7.6% 8.2% 8.7% 9.3% 9.9% 10.4% 11.0% 11.5% 12.1% 12.6% 13.2%

Residential Telephone Customers in Service Residential Households 558 558 559 559 560 560 561 561 562 563 563 564 Multiple Dwelling Units 40 40 40 40 40 40 40 40 40 40 40 40 Total Residential Telephone Customers in Service 597 598 599 599 600 600 601 602 602 603 603 604 Residential Telephone Customers to Homes Passed 7.5% 7.5% 7.5% 7.5% 7.5% 7.5% 7.5% 7.5% 7.5% 7.5% 7.5% 7.5%

Commercial Customers Passed Geneva, Illinois 1,925 1,927 1,929 1,931 1,933 1,935 1,937 1,939 1,941 1,943 1,945 1,947 Phase II Service Area 000000000000 Phase III Service Area 000000000000 End Commercial Units Passed 1,925 1,927 1,929 1,931 1,933 1,935 1,937 1,939 1,941 1,943 1,945 1,947

Commercial Data Customers Total 337 337 337 338 338 339 339 339 340 340 340 341 Commercial Data Customer to Units Passed 17.5% 17.5% 17.5% 17.5% 17.5% 17.5% 17.5% 17.5% 17.5% 17.5% 17.5% 17.5%

Commercial Telephone Customers in Service Small Business A 96 96 96 97 97 97 97 97 97 97 97 97 Small Business B 72 72 72 72 72 73 73 73 73 73 73 73 Large Entities 48 48 48 48 48 48 48 48 49 49 49 49 Total 217 217 217 217 217 218 218 218 218 219 219 219 Commercial Telephone Customers to Units Passed 11.3% 11.3% 11.3% 11.3% 11.3% 11.3% 11.3% 11.3% 11.3% 11.3% 11.3% 11.3%

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 3 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Summary (Cont.)

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Average Video Customers by Service Area Geneva, Illinois 2,708 2,709 2,712 2,715 2,717 2,720 2,723 2,726 2,728 2,731 2,734 2,736 Phase II Service Area 000000000000 Phase III Service Area 000000000000 Total Average Video Customers 2,708 2,709 2,712 2,715 2,717 2,720 2,723 2,726 2,728 2,731 2,734 2,736

Average Video Customers Percentage by Service Area Geneva, Illinois 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% Phase II Service Area 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Phase III Service Area 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Total Average Video Customers to Homes Passed 34.00% 34.00% 34.00% 34.00% 34.00% 34.00% 34.00% 34.00% 34.00% 34.00% 34.00% 34.00%

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 5 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Summary (Cont.)

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Total Plant Miles by Service Area Geneva, Illinois 112.00 112.11 112.22 112.34 112.45 112.56 112.67 112.79 112.90 113.01 113.13 113.24 Phase II Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase III Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Total Plant Miles 112.00 112.11 112.22 112.34 112.45 112.56 112.67 112.79 112.90 113.01 113.13 113.24

Plant Miles % Per Service Area Geneva, Illinois 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% Phase II Service Area 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Phase III Service Area 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 13 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Telecommunications Customer Assumptions (Cont.)

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Lines Sold Residential Households 010110110110 Multiple Dwelling Units 000000000000 Small Business A 001010010100 Small Business B 010111011101 Large Entities 021111211112 Grand Total Lines Sold 042342342423

Lines in Service (EOP) Residential Households 669 670 670 671 672 672 673 674 674 675 676 676 Multiple Dwelling Units 48 48 48 48 48 48 48 48 48 48 48 48 Small Business A 385 385 386 386 387 387 387 388 388 389 389 389 Small Business B 722 723 723 724 725 726 726 727 728 729 729 730 Large Entities 1,203 1,205 1,206 1,207 1,208 1,209 1,211 1,212 1,213 1,214 1,215 1,217 Grand Total Lines In Service EOP 3,027 3,031 3,033 3,036 3,040 3,042 3,045 3,049 3,051 3,055 3,057 3,060

Average Lines Residential Households 669 670 670 671 672 672 673 674 674 675 676 676 Multiple Dwelling Units 48 48 48 48 48 48 48 48 48 48 48 48 Small Business A 385 385 386 386 387 387 387 388 388 389 389 389 Small Business B 722 723 723 724 725 726 726 727 728 729 729 730 Large Entities 1,203 1,204 1,206 1,207 1,208 1,209 1,210 1,212 1,213 1,214 1,215 1,216 Grand Total Average Lines In Service 3,027 3,030 3,033 3,036 3,040 3,042 3,044 3,049 3,051 3,055 3,057 3,059

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 4 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Summary (Cont.)

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Commercial Customers Passed Begin Commercial Units Passed 1,925 1,925 1,927 1,929 1,931 1,933 1,935 1,937 1,939 1,941 1,943 1,945 Geneva, Illinois 1,925 1,927 1,929 1,931 1,933 1,935 1,937 1,939 1,941 1,943 1,945 1,947 Phase II Service Area 000000000000 Phase III Service Area 000000000000 End Commercial Units Passed 1,925 1,927 1,929 1,931 1,933 1,935 1,937 1,939 1,941 1,943 1,945 1,947

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 12 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Telecommunications Customer Assumptions

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Customers Sold Residential Households 011111111111 Multiple Dwelling Units 000000000000 Small Business A 000000000000 Small Business B 000000000000 Large Entities 000000000000 Grand Total Customers Sold 011111111111

Customers in Service - EOP Residential Households 558 558 559 559 560 560 561 561 562 563 563 564 Multiple Dwelling Units 40 40 40 40 40 40 40 40 40 40 40 40 Small Business A 96 96 96 97 97 97 97 97 97 97 97 97 Small Business B 72 72 72 72 72 73 73 73 73 73 73 73 Large Entities 48 48 48 48 48 48 48 48 49 49 49 49 Grand Total Customers In Service EOP 814 815 816 816 817 818 819 820 820 821 822 823

Average Customers Residential Households 558 558 558 559 559 560 561 561 562 562 563 563 Multiple Dwelling Units 40 40 40 40 40 40 40 40 40 40 40 40 Small Business A 96 96 96 97 97 97 97 97 97 97 97 97 Small Business B 72 72 72 72 72 73 73 73 73 73 73 73 Large Entities 48 48 48 48 48 48 48 48 48 49 49 49 Grand Total Average Customers 814 814 814 816 816 818 819 819 820 821 822 822

Average Service Penetration Residential Households 7.01% 7.00% 6.99% 7.00% 6.99% 7.00% 7.00% 6.99% 7.00% 6.99% 7.00% 6.99% Multiple Dwelling Units 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% Small Business A 4.99% 4.98% 4.98% 5.02% 5.02% 5.01% 5.01% 5.00% 5.00% 4.99% 4.99% 4.98% Small Business B 3.74% 3.74% 3.73% 3.73% 3.72% 3.77% 3.77% 3.77% 3.76% 3.76% 3.75% 3.75% Large Entities 2.49% 2.49% 2.49% 2.49% 2.48% 2.48% 2.48% 2.48% 2.47% 2.52% 2.52% 2.52% Average Residential Service Penetration 7.51% 7.50% 7.49% 7.50% 7.49% 7.50% 7.50% 7.49% 7.50% 7.49% 7.50% 7.49% Average Commercial Service Penetration 11.22% 11.21% 11.20% 11.24% 11.23% 11.27% 11.26% 11.24% 11.23% 11.27% 11.26% 11.25%

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 22 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Sources and Uses

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Sources Begin Cash on Hand $2,373,025 $2,066,346 $2,258,566 $2,453,082 $2,649,863 $2,827,985 $2,945,419 $2,651,064 $2,855,807 $3,062,734 $3,271,949 $3,482,875 Paid In Capital - Broadband Service Provider $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Revenue Bond Issue Proceeds - Capital Budget $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Revenue Bond Issue Proceeds - Capitalized Interest $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Revenue Bond Issue Proceeds - Debt Service Reserve $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Cost of Revenue Bond Financing $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Original Issue and Underwriters Discount $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Revenue Bond Financing Insurance $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Excess Revenue Bond Proceeds $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Subordinated Debt - Broadband Service Provider $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Interest Earned $2,966 $2,583 $2,823 $3,066 $3,312 $3,535 $3,682 $3,314 $3,570 $3,828 $4,090 $4,354 Utility Plant Improvement Fund $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 EBITDA $208,190 $210,196 $212,271 $214,312 $216,426 $216,409 $219,968 $222,104 $224,051 $226,101 $227,568 $199,252 Total Sources $2,584,181 $2,279,125 $2,473,660 $2,670,461 $2,869,601 $3,047,929 $3,169,069 $2,876,481 $3,083,427 $3,292,663 $3,503,608 $3,686,481

Uses Capital Expenditures $25,735 $20,559 $20,578 $20,597 $41,617 $102,510 $25,905 $20,675 $20,694 $20,713 $20,733 $22,852 Operating Loss $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Revenue Bond Issue Interest $492,100 $0 $0 $0 $0 $0 $492,100 $0 $0 $0 $0 $0 Revenue Bond Principal Reduction $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Cost of Revenue Bond Financing $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Original Issue and Underwriters Discount $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Revenue Bond Financing Insurance $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Subordinated Debt - Broadband Service Provider Interest $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Subordinated Debt - Broadband Service Provider Principal $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Reimbursement - Broadband Service Provider $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Utility Plant Improvement Fund $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Property Tax Expense $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 GG Fund Transfer $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Uses $517,835 $20,559 $20,578 $20,597 $41,617 $102,510 $518,005 $20,675 $20,694 $20,713 $20,733 $22,852

End Cash on Hand $2,066,346 $2,258,566 $2,453,082 $2,649,863 $2,827,985 $2,945,419 $2,651,064 $2,855,807 $3,062,734 $3,271,949 $3,482,875 $3,663,629

Total Amount of Revenue Bond Financing: $20,720,000 Total Amount of Subordinated Debt Financing: $0

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 20 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Cash Flow Statement

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Video Services Revenue $155,872 $155,950 $156,106 $156,262 $156,418 $156,575 $156,731 $156,888 $157,045 $157,202 $157,359 $157,517 Video Services Operating Expenses $140,785 $140,800 $140,857 $140,914 $140,973 $141,031 $141,088 $141,149 $141,207 $141,268 $141,327 $171,628 Video Services Customer Cash Flow $15,087 $15,150 $15,249 $15,348 $15,446 $15,544 $15,643 $15,739 $15,838 $15,934 $16,032 ($14,111)

Residential High Speed Data Revenue $26,464 $28,573 $30,660 $32,739 $34,810 $36,872 $38,927 $40,974 $43,012 $45,043 $47,065 $49,080 Residential High Speed Data Expense $13,879 $14,628 $15,092 $15,551 $16,006 $16,456 $17,286 $17,743 $18,196 $18,644 $19,527 $19,980 Residential High Speed Data Cash Flow $12,585 $13,944 $15,568 $17,188 $18,804 $20,416 $21,641 $23,231 $24,816 $26,398 $27,539 $29,100

Commercial Video and High Speed Data Revenue $82,811 $83,237 $83,320 $83,404 $83,487 $83,571 $83,654 $83,738 $83,822 $83,905 $83,989 $84,073 Commercial Video and High Speed Data Operating Exp. $18,097 $17,973 $17,860 $17,753 $17,651 $17,553 $17,460 $17,370 $17,285 $17,203 $17,125 $17,050 Commercial Cash Flow $64,713 $65,264 $65,460 $65,651 $65,836 $66,018 $66,195 $66,368 $66,537 $66,702 $66,865 $67,024

Telecommunications Revenue $203,175 $203,342 $203,541 $203,719 $203,987 $204,210 $204,295 $204,640 $204,766 $205,022 $205,123 $205,265 Telecommunications Expenses $87,371 $87,505 $87,546 $87,593 $87,648 $89,778 $87,807 $87,874 $87,905 $87,956 $87,990 $88,026 Telecommunications Cash Flow $115,804 $115,837 $115,994 $116,125 $116,340 $114,432 $116,489 $116,767 $116,860 $117,066 $117,133 $117,239

Total Revenue $468,322 $471,103 $473,627 $476,123 $478,702 $481,227 $483,608 $486,240 $488,644 $491,172 $493,537 $495,935 Total Operating Expense $260,132 $260,907 $261,356 $261,811 $262,277 $264,818 $263,640 $264,136 $264,593 $265,072 $265,968 $296,683 EBITDA $208,190 $210,196 $212,271 $214,312 $216,426 $216,409 $219,968 $222,104 $224,051 $226,101 $227,568 $199,252

Interest Earned $2,966 $2,583 $2,823 $3,066 $3,312 $3,535 $3,682 $3,314 $3,570 $3,828 $4,090 $4,354

Municipal Bond - Interest $492,100 $0 $0 $0 $0 $0 $492,100 $0 $0 $0 $0 $0 Municipal Bond - Principal $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Municipal Bond - Total $492,100 $0 $0 $0 $0 $0 $492,100 $0 $0 $0 $0 $0

Net Operating Cash Flow ($280,944) $212,778 $215,095 $217,378 $219,738 $219,944 ($268,450) $225,417 $227,621 $229,929 $231,658 $203,606 Cummulative Cash Flow ($243,758) ($30,979) $184,115 $401,494 $621,232 $841,176 $572,726 $798,143 $1,025,764 $1,255,693 $1,487,351 $1,690,957

Operating Expense Ratio 90% 90% 90% 90% 90% 90% 90% 90% 90% 90% 90% 109% Operating Income Ratio 10% 10% 10% 10% 10% 10% 10% 10% 10% 10% 10% -9%

Debt Service Coverage Ratio 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Rate of Return on Depreciated Assets 1.22% 1.24% 1.26% 1.28% 1.30% 1.30% 1.32% 1.34% 1.36% 1.38% 1.40% 1.24% Outstanding Debt Ratio to Assets 0.93 0.94 0.94 0.95 0.95 0.96 0.94 0.95 0.95 0.96 0.97 0.97

Cable Services Percentage of Total Revenue 57% 57% 57% 57% 57% 58% 58% 58% 58% 58% 58% 59% Telecom Services Percentage of Total Revenue 43% 43% 43% 43% 43% 42% 42% 42% 42% 42% 42% 41%

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 19 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Income Statement

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Subscriber Revenue $468,322 $471,103 $473,627 $476,123 $478,702 $481,227 $483,608 $486,240 $488,644 $491,172 $493,537 $495,935 Interest Earned $2,966 $2,583 $2,823 $3,066 $3,312 $3,535 $3,682 $3,314 $3,570 $3,828 $4,090 $4,354 Total Revenue $471,288 $473,685 $476,450 $479,190 $482,015 $484,762 $487,290 $489,554 $492,214 $495,001 $497,626 $500,289

Operating Expenses $260,132 $260,907 $261,356 $261,811 $262,277 $264,818 $263,640 $264,136 $264,593 $265,072 $265,968 $296,683 Depreciation Expense $99,268 $99,383 $99,497 $99,611 $99,842 $100,412 $100,556 $100,671 $100,786 $100,901 $101,016 $101,143 Property Tax Expense $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Operating Income $111,888 $113,396 $115,598 $117,767 $119,895 $119,532 $123,094 $124,747 $126,835 $129,028 $130,642 $102,463

Interest Expense $492,100 $0 $0 $0 $0 $0 $492,100 $0 $0 $0 $0 $0

Net Income ($380,212) $113,396 $115,598 $117,767 $119,895 $119,532 ($369,006) $124,747 $126,835 $129,028 $130,642 $102,463

Fund Transfer $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

Net Income After Fund Transfer ($380,212) $113,396 $115,598 $117,767 $119,895 $119,532 ($369,006) $124,747 $126,835 $129,028 $130,642 $102,463

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 21 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Additional Information

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Total Capital Expenditures $25,735 $20,559 $20,578 $20,597 $41,617 $102,510 $25,905 $20,675 $20,694 $20,713 $20,733 $22,852 Total Capital Expenditures to Date $17,868,296 $17,888,855 $17,909,433 $17,930,030 $17,971,647 $18,074,156 $18,100,062 $18,120,736 $18,141,430 $18,162,143 $18,182,876 $18,205,728 Total Capital Expenditures Per Video Customer $6,551 $6,556 $6,557 $6,558 $6,566 $6,597 $6,600 $6,601 $6,602 $6,603 $6,604 $6,605

Total Residential Plant Cost $25,735 $20,559 $20,578 $20,597 $41,617 $102,510 $25,905 $20,675 $20,694 $20,713 $20,733 $22,852 Total Residential Plant Cost to Date $17,868,296 $17,888,855 $17,909,433 $17,930,030 $17,971,647 $18,074,156 $18,100,062 $18,120,736 $18,141,430 $18,162,143 $18,182,876 $18,205,728

Total Plant Cost $25,735 $20,559 $20,578 $20,597 $41,617 $102,510 $25,905 $20,675 $20,694 $20,713 $20,733 $22,852 Total Plant Cost to Date $17,868,296 $17,888,855 $17,909,433 $17,930,030 $17,971,647 $18,074,156 $18,100,062 $18,120,736 $18,141,430 $18,162,143 $18,182,876 $18,205,728

Total Cost Per Residential Plant Mile $159,538 $159,562 $159,586 $159,610 $159,821 $160,572 $160,641 $160,664 $160,687 $160,710 $160,733 $160,774 Total Plant Cost Per Home Passed $2,244 $2,244 $2,244 $2,245 $2,248 $2,258 $2,259 $2,259 $2,260 $2,260 $2,260 $2,261 Total Plant Cost Per Customer $6,599 $6,600 $6,601 $6,602 $6,610 $6,641 $6,644 $6,645 $6,646 $6,647 $6,648 $6,650

Paid In Capital $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Paid in Capital $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000

Total Debt $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 EBITDA to Debt Multiple 99.52 98.57 97.61 96.68 95.74 95.74 94.20 93.29 92.48 91.64 91.05 103.99 Debt Per Customer $7,597 $7,593 $7,586 $7,578 $7,570 $7,563 $7,555 $7,548 $7,540 $7,533 $7,525 $7,518 Accumulated Depreciation $616,893 $716,275 $815,772 $915,384 $1,015,226 $1,115,638 $1,216,194 $1,316,865 $1,417,650 $1,518,551 $1,619,567 $1,720,710 Depreciable Plant in Service and Inventory $17,251,403 $17,172,579 $17,093,661 $17,014,647 $16,956,421 $16,958,518 $16,883,868 $16,803,871 $16,723,780 $16,643,592 $16,563,309 $16,485,018

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 24 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Variables and Valuation

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Equity Additions $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Equity $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000

Debt Additions $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Municipal Bond Debt Before Principal Reduction $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 Municipal Bond Debt Reductions $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Municipal Bond Debt $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000

Municipal Bonds Available $2,373,025 $2,066,346 $2,258,566 $2,453,082 $2,649,863 $2,827,985 $2,945,419 $2,651,064 $2,855,807 $3,062,734 $3,271,949 $3,482,875 Municipal Bond Draw $306,679 ($192,220) ($194,517) ($196,781) ($178,121) ($117,435) $294,355 ($204,743) ($206,927) ($209,216) ($210,926) ($180,754) Cash on Hand $2,066,346 $2,258,566 $2,453,082 $2,649,863 $2,827,985 $2,945,419 $2,651,064 $2,855,807 $3,062,734 $3,271,949 $3,482,875 $3,663,629

Loans From Shareholders $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Preferred Stock $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Current Liabilities $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

Valuation Equity $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 Senior Debt $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 Sub Debt $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Loans From Shareholders $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Preferred Stock $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Current Liabilities $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Liabilities $20,820,000 $20,820,000 $20,820,000 $20,820,000 $20,820,000 $20,820,000 $20,820,000 $20,820,000 $20,820,000 $20,820,000 $20,820,000 $20,820,000

EBITDA $208,190 $210,196 $212,271 $214,312 $216,426 $216,409 $219,968 $222,104 $224,051 $226,101 $227,568 $199,252

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 25 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Variables and Valuation (Cont.)

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Sale Price @ a Multiple of: 8 $1,665,520 $1,681,564 $1,698,171 $1,714,496 $1,731,405 $1,731,274 $1,759,744 $1,776,829 $1,792,407 $1,808,806 $1,820,547 $1,594,017 End Cash $2,066,346 $2,258,566 $2,453,082 $2,649,863 $2,827,985 $2,945,419 $2,651,064 $2,855,807 $3,062,734 $3,271,949 $3,482,875 $3,663,629 Gross Profit ($17,088,134) ($16,879,870) ($16,668,747) ($16,455,641) ($16,260,610) ($16,143,307) ($16,409,193) ($16,187,365) ($15,964,859) ($15,739,245) ($15,516,578) ($15,562,354) Return on Equity 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% Annual Rate of Return 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% Return on Assets -86.0% -84.5% -83.0% -81.4% -80.0% -79.0% -81.7% -80.1% -78.5% -76.9% -75.4% -75.2% Annual Rate of Return on Depreciated Assets 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%

Total Video Customers 2,727 2,729 2,731 2,734 2,737 2,740 2,742 2,745 2,748 2,751 2,753 2,756 Sales Price Per Video Customer $611 $616 $622 $627 $633 $632 $642 $647 $652 $658 $661 $578 Total Cost Per Video Customer $7,634 $7,630 $7,622 $7,615 $7,607 $7,599 $7,592 $7,584 $7,577 $7,569 $7,562 $7,554 Profit (Loss) Per Video Customer ($7,023) ($7,014) ($7,001) ($6,988) ($6,974) ($6,967) ($6,950) ($6,937) ($6,924) ($6,911) ($6,900) ($6,976)

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 23 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Balance Sheet Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

ASSETS Current Assets Cash and cash equivalents $2,066,346 $2,258,566 $2,453,082 $2,649,863 $2,827,985 $2,945,419 $2,651,064 $2,855,807 $3,062,734 $3,271,949 $3,482,875 $3,663,629 Short Term Investments $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Receivable, Net $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Inventories, Net $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Other Current Assets $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Current Assets $2,066,346 $2,258,566 $2,453,082 $2,649,863 $2,827,985 $2,945,419 $2,651,064 $2,855,807 $3,062,734 $3,271,949 $3,482,875 $3,663,629 Fixed Assets Land and Buildings $21,500 $21,500 $21,500 $21,500 $21,500 $21,500 $21,500 $21,500 $21,500 $21,500 $21,500 $21,500 Leasehold Improvements $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Towers, Earth Stations and Headend Equipment $4,517,842 $4,517,842 $4,517,842 $4,517,842 $4,517,842 $4,595,817 $4,595,817 $4,595,817 $4,595,817 $4,595,817 $4,595,817 $4,595,817 Distribution Plant and Subscriber Drops $6,851,193 $6,857,978 $6,864,769 $6,871,567 $6,878,372 $6,885,184 $6,892,003 $6,898,828 $6,905,661 $6,912,500 $6,919,346 $6,926,199 Customer Premise Equipment $4,606,937 $4,615,840 $4,624,753 $4,633,674 $4,642,605 $4,651,544 $4,660,492 $4,669,449 $4,678,416 $4,687,391 $4,696,375 $4,705,368 Computer Equipment and Software $145,000 $145,000 $145,000 $145,000 $145,000 $145,000 $150,000 $150,000 $150,000 $150,000 $150,000 $150,000 Vehicles, Machines, Mobile Comm. and Other Equipment $402,500 $402,500 $402,500 $402,500 $402,500 $402,500 $402,500 $402,500 $402,500 $402,500 $402,500 $402,500 Test Equipment and Special Tools $135,000 $135,000 $135,000 $135,000 $155,000 $155,000 $155,000 $155,000 $155,000 $155,000 $155,000 $157,000 Furniture, Fixtures and Other Equipment $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Other Equipment $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Other Assets $1,188,324 $1,193,195 $1,198,069 $1,202,946 $1,208,828 $1,217,611 $1,222,749 $1,227,641 $1,232,537 $1,237,436 $1,242,338 $1,247,344 Less accumulated depreciation and amortization ($616,893) ($716,275) ($815,772) ($915,384) ($1,015,226) ($1,115,638) ($1,216,194) ($1,316,865) ($1,417,650) ($1,518,551) ($1,619,567) ($1,720,710) Total Fixed Assets $17,251,403 $17,172,579 $17,093,661 $17,014,647 $16,956,421 $16,958,518 $16,883,868 $16,803,871 $16,723,780 $16,643,592 $16,563,309 $16,485,018 Other Assets Other Assets $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Cost of Bond Financing & Insurance $541,600 $541,600 $541,600 $541,600 $541,600 $541,600 $541,600 $541,600 $541,600 $541,600 $541,600 $541,600 Total Assets $19,859,349 $19,972,745 $20,088,343 $20,206,110 $20,326,006 $20,445,538 $20,076,532 $20,201,278 $20,328,113 $20,457,142 $20,587,784 $20,690,247

LIABILITIES AND FUND EQUITY Current Liabilities Accounts Payable and accrued liabilities $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Due to other Funds $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Other Current Liabilities $0$0$0$0$0$0$0$0$0$0$0$0 Total Current Liabilities $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Long Term Debt Bonds Payable $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 Other Payables $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Long Term Debt $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 Total Liabilities $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 $20,720,000 Fund Equity Reserved Funds: $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Reserved Funds $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Unreserved Funds: $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Designated Funds $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Undesignated Funds $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Unreserved Funds $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Fund Equity ($860,651) ($747,255) ($631,657) ($513,890) ($393,994) ($274,462) ($643,468) ($518,722) ($391,887) ($262,858) ($132,216) ($29,753) Total Liabilities and Fund Equity $19,859,349 $19,972,745 $20,088,343 $20,206,110 $20,326,006 $20,445,538 $20,076,532 $20,201,278 $20,328,113 $20,457,142 $20,587,784 $20,690,247

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 17 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Key Operating Statistics - Residential

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Monthly Revenue All Services Per Video Customer Video Services $51.86 $51.86 $51.86 $51.86 $51.86 $51.86 $51.86 $51.86 $51.86 $51.86 $51.86 $51.86 High Speed Data Access Services $7.99 $8.68 $9.36 $10.04 $10.71 $11.39 $12.05 $12.72 $13.38 $14.03 $14.68 $15.33 Telecommunications Service $0.75 $0.75 $0.75 $0.75 $0.75 $0.75 $0.75 $0.75 $0.75 $0.75 $0.75 $0.75 Average Monthly Revenue All Services Per Video Customer $60.60 $61.29 $61.97 $62.65 $63.33 $64.00 $64.66 $65.33 $65.99 $66.64 $67.30 $67.94 Average Annual Revenue All Services Per Video Customer $727.17 $735.44 $743.64 $751.80 $759.91 $767.96 $775.98 $783.94 $791.85 $799.72 $807.55 $815.31 Average Monthly Revenue Per Telecommunications Customer $3.41 $3.41 $3.41 $3.41 $3.42 $3.41 $3.41 $3.41 $3.41 $3.41 $3.41 $3.41 Average Annual Revenue Per Telecommunications Customer $40.89 $40.95 $40.95 $40.93 $40.99 $40.92 $40.91 $40.97 $40.90 $40.96 $40.95 $40.95

Monthly Programming Expense Per Video Customer Basic Programming $13.62 $13.62 $13.62 $13.62 $13.62 $13.62 $13.62 $13.62 $13.62 $13.62 $13.62 $13.62 Premium Programming $5.44 $5.44 $5.44 $5.44 $5.44 $5.44 $5.44 $5.44 $5.44 $5.44 $5.44 $5.44 Pay Per View Programming $1.20 $1.20 $1.20 $1.20 $1.20 $1.20 $1.20 $1.20 $1.20 $1.20 $1.20 $1.20 Channel Guide $0.09 $0.09 $0.09 $0.09 $0.09 $0.09 $0.09 $0.09 $0.09 $0.09 $0.09 $0.09 Total Programming $20.36 $20.36 $20.36 $20.36 $20.36 $20.36 $20.36 $20.36 $20.36 $20.36 $20.36 $20.36

Monthly Operating Expense Per Video Customer Sales & Advertising Expense Per Video Customer $3.79 $3.78 $3.78 $3.78 $3.77 $3.77 $3.77 $3.76 $3.76 $3.75 $3.75 $3.75 Field & Technical $13.91 $13.91 $13.90 $13.88 $13.87 $13.86 $13.84 $13.83 $13.82 $13.81 $13.79 $21.29 General & Administrative $13.93 $13.92 $13.91 $13.89 $13.88 $13.87 $13.85 $13.84 $13.82 $13.81 $13.80 $17.33 Total Operating Expense $31.63 $31.61 $31.58 $31.55 $31.52 $31.49 $31.46 $31.43 $31.40 $31.37 $31.34 $42.36

Monthly Telecommunications Oper Exp Per Video Customer Cost of Goods Sold $0.41 $0.41 $0.41 $0.41 $0.41 $0.41 $0.41 $0.41 $0.41 $0.41 $0.41 $0.41 Facility Based $3.53 $3.53 $3.52 $3.52 $3.52 $3.51 $3.51 $3.51 $3.50 $3.50 $3.50 $3.49 Commercial & Marketing $0.23 $0.24 $0.24 $0.24 $0.24 $0.24 $0.24 $0.24 $0.24 $0.24 $0.24 $0.24 Administrative $0.36 $0.36 $0.36 $0.36 $0.36 $0.54 $0.36 $0.36 $0.36 $0.36 $0.36 $0.36 Total Telecommunications Oper Exp Per Video Customer $4.54 $4.55 $4.54 $4.54 $4.53 $4.70 $4.53 $4.52 $4.51 $4.51 $4.51 $4.50

Monthly Cash Flow Per Customer $4.07 $4.77 $5.49 $6.20 $6.91 $7.45 $8.32 $9.02 $9.72 $10.40 $11.09 $0.72

Monthly Revenue/Expenses Per Channel Total Channels $131.00 $131.00 $131.00 $131.00 $131.00 $131.00 $131.00 $131.00 $131.00 $131.00 $131.00 $131.00 Revenue Per Sub Per Channel $0.46 $0.47 $0.47 $0.48 $0.48 $0.49 $0.49 $0.50 $0.50 $0.51 $0.51 $0.52 Programming Exp. Per Sub Per Channel $0.16 $0.16 $0.16 $0.16 $0.16 $0.16 $0.16 $0.16 $0.16 $0.16 $0.16 $0.16

Monthly Telecommunications Oper Exp Per Telecommunications Customer Cost of Goods Sold $1.87 $1.87 $1.87 $1.87 $1.87 $1.87 $1.87 $1.87 $1.87 $1.87 $1.87 $1.87 Facility Based $15.99 $16.00 $15.98 $15.96 $15.97 $15.93 $15.92 $15.91 $15.88 $15.88 $15.87 $15.86 Commercial & Marketing $1.04 $1.08 $1.08 $1.08 $1.08 $1.07 $1.07 $1.07 $1.07 $1.07 $1.07 $1.07 Administrative $1.65 $1.65 $1.65 $1.65 $1.65 $2.43 $1.64 $1.64 $1.64 $1.64 $1.64 $1.64 Total Telecommunications Oper Exp Per Telecommunications C $20.55 $20.60 $20.58 $20.56 $20.57 $21.31 $20.50 $20.50 $20.46 $20.46 $20.45 $20.44

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 18 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Key Operating Statistics - Commercial

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24 Monthly Revenue Per Customer Per Service Average Video Service Per Video Service Unit $64.58 $64.58 $64.58 $64.58 $64.58 $64.58 $64.58 $64.58 $64.58 $64.58 $64.58 $64.58 Average High Speed Data Revenue Per Data Customer $63.92 $63.92 $63.92 $63.92 $63.92 $63.92 $63.92 $63.92 $63.92 $63.92 $63.92 $63.92 Average Telecommunications Revenue Per Telecommunication $58.90 $58.95 $59.02 $58.80 $58.88 $58.66 $58.68 $58.79 $58.84 $58.65 $58.67 $58.72

Monthly Expense Per Customer Per Service Programming Expense Per Video Service Unit $2.77 $2.77 $2.77 $2.77 $2.77 $2.77 $2.77 $2.77 $2.77 $2.77 $2.77 $2.77 High Speed Data Expense Per Data Customer $1.66 $1.66 $1.66 $1.66 $1.66 $1.66 $1.66 $1.66 $1.66 $1.66 $1.66 $1.66 Telecommunications Expenses Per Telecommunications Custom $240.25 $240.69 $240.70 $239.64 $239.68 $247.79 $238.64 $238.70 $238.72 $237.67 $237.72 $237.75

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 28 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Selling & Advertising - Residential

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Salaries - Sales $3,744 $3,744 $3,744 $3,744 $3,744 $3,744 $3,744 $3,744 $3,744 $3,744 $3,744 $3,744 Sales Commissions $1,872 $1,872 $1,872 $1,872 $1,872 $1,872 $1,872 $1,872 $1,872 $1,872 $1,872 $1,872 Payroll Taxes $916 $916 $916 $916 $916 $916 $916 $916 $916 $916 $916 $916 Benefits $1,910 $1,910 $1,910 $1,910 $1,910 $1,910 $1,910 $1,910 $1,910 $1,910 $1,910 $1,910 Advertising & Promotions $824 $824 $824 $824 $824 $824 $824 $824 $824 $824 $824 $824 Direct Mail $206 $206 $206 $206 $206 $206 $206 $206 $206 $206 $206 $206 Sales Materials $3 $5 $5 $5 $5 $5 $5 $5 $5 $5 $5 $5 Support Materials $2 $2 $2 $2 $2 $2 $2 $2 $2 $2 $2 $2 Graphic Design $129 $129 $129 $129 $129 $129 $129 $129 $129 $129 $129 $129 Office Supplies/Postage $77 $77 $77 $77 $77 $77 $77 $77 $77 $77 $77 $77 Training & Seminars $103 $103 $103 $103 $103 $103 $103 $103 $103 $103 $103 $103 Travel & Entertainment $52 $52 $52 $52 $52 $52 $52 $52 $52 $52 $52 $52 Miscellaneous $412 $412 $412 $412 $412 $412 $412 $412 $412 $412 $412 $412 Total Sales & Marketing Expenses $10,250 $10,252 $10,252 $10,252 $10,252 $10,252 $10,252 $10,252 $10,252 $10,252 $10,252 $10,252 Total Sales & Marketing Expense Allocation $10,250 $10,252 $10,252 $10,252 $10,252 $10,252 $10,252 $10,252 $10,252 $10,252 $10,252 $10,252

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 41 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Sales and Marketing Variables

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24 Sales and Marketing Employees and Contractors Marketing and Sales Manager 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Sales Clerks 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 In-House Field Representatives 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Contract Field Representatives 0.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Total Sales and Marketing Employees and Contractors 1.25 2.25 2.25 2.25 2.25 2.25 2.25 2.25 2.25 2.25 2.25 2.25

Sales and Marketing Employees and Contractors Marketing and Sales Manager $3,219 $3,219 $3,219 $3,219 $3,219 $3,219 $3,219 $3,219 $3,219 $3,219 $3,219 $3,219 Sales Clerks $526 $526 $526 $526 $526 $526 $526 $526 $526 $526 $526 $526 In-House Field Representatives $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Contract Field Representatives $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Sales and Marketing Salary & Wages $3,744 $3,744 $3,744 $3,744 $3,744 $3,744 $3,744 $3,744 $3,744 $3,744 $3,744 $3,744

Vehicles 000000000000

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 29 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Field & Technical Expenses - Residential

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Salaries - Technical $17,725 $17,725 $17,725 $17,725 $17,725 $17,725 $17,725 $17,725 $17,725 $17,725 $17,725 $30,006 Payroll Taxes $2,891 $2,891 $2,891 $2,891 $2,891 $2,891 $2,891 $2,891 $2,891 $2,891 $2,891 $4,894 Benefits $9,040 $9,040 $9,040 $9,040 $9,040 $9,040 $9,040 $9,040 $9,040 $9,040 $9,040 $15,303 Pole Rental $1,054 $1,055 $1,056 $1,057 $1,058 $1,059 $1,060 $1,062 $1,063 $1,064 $1,065 $1,066 Plant Repairs & Maintenance $672 $673 $673 $674 $675 $675 $676 $677 $677 $678 $679 $679 Equipment Repairs & Maintenance $180 $180 $180 $180 $180 $180 $180 $180 $180 $180 $180 $180 Converter Maintenance $180 $180 $180 $180 $180 $180 $180 $180 $180 $180 $180 $180 Vehicle Expense $2,375 $2,375 $2,375 $2,375 $2,375 $2,375 $2,375 $2,375 $2,375 $2,375 $2,375 $2,375 Mobile Communications $1,030 $1,030 $1,030 $1,030 $1,030 $1,030 $1,030 $1,030 $1,030 $1,030 $1,030 $1,030 Supplies - Technical,Engineering, Drafting, etc. $155 $155 $155 $155 $155 $155 $155 $155 $155 $155 $155 $155 Training & Seminars $103 $103 $103 $103 $103 $103 $103 $103 $103 $103 $103 $103 Tools & Equipment $103 $103 $103 $103 $103 $103 $103 $103 $103 $103 $103 $103 Utilities - Power Supplies $1,120 $1,121 $1,122 $1,123 $1,124 $1,126 $1,127 $1,128 $1,129 $1,130 $1,131 $1,132 Utilities - Headend $515 $515 $515 $515 $515 $515 $515 $515 $515 $515 $515 $515 Property Damage $52 $52 $52 $52 $52 $52 $52 $52 $52 $52 $52 $52 Uniforms $125 $125 $125 $125 $125 $125 $125 $125 $125 $125 $125 $125 Office Supplies $103 $103 $103 $103 $103 $103 $103 $103 $103 $103 $103 $103 Miscellaneous $258 $258 $258 $258 $258 $258 $258 $258 $258 $258 $258 $258 Total Field & Technical Expenses $37,679 $37,682 $37,685 $37,688 $37,691 $37,693 $37,696 $37,699 $37,702 $37,705 $37,708 $58,258 Total Field & Technical Expense Allocation $37,679 $37,682 $37,685 $37,688 $37,691 $37,693 $37,696 $37,699 $37,702 $37,705 $37,708 $58,258

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 42 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Field & Technical Variables

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24 Field & Technical Employees and Contractors Technical Manager (s) 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Headend Technicians 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50 Construction Manager/Plant Manager 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50 Broadband Service Technicians 1.50 1.50 1.50 1.50 1.50 1.50 1.50 1.50 1.50 1.50 1.50 1.50 Telecom Service Technicians 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Installer/Service Technician 1.50 1.50 1.50 1.50 1.50 1.50 1.50 1.50 1.50 1.50 1.50 1.50 High Speed Data Technician 1.50 1.50 1.50 1.50 1.50 1.50 1.50 1.50 1.50 1.50 1.50 1.50 Contract Installers 0.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Total Field & Technical Employees and Contractors 6.50 7.50 7.50 7.50 7.50 7.50 7.50 7.50 7.50 7.50 7.50 7.50

Field & Technical Salary & Wages Technical Manager (s) $5,579 $5,579 $5,579 $5,579 $5,579 $5,579 $5,579 $5,579 $5,579 $5,579 $5,579 $15,417 Headend Technicians $1,931 $1,931 $1,931 $1,931 $1,931 $1,931 $1,931 $1,931 $1,931 $1,931 $1,931 $4,375 Construction Manager/Plant Manager $2,360 $2,360 $2,360 $2,360 $2,360 $2,360 $2,360 $2,360 $2,360 $2,360 $2,360 $2,360 Broadband Service Technicians $4,313 $4,313 $4,313 $4,313 $4,313 $4,313 $4,313 $4,313 $4,313 $4,313 $4,313 $4,313 Telecom Service Technicians $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Installer/Service Technician $3,541 $3,541 $3,541 $3,541 $3,541 $3,541 $3,541 $3,541 $3,541 $3,541 $3,541 $3,541 High Speed Data Technician $4,184 $4,184 $4,184 $4,184 $4,184 $4,184 $4,184 $4,184 $4,184 $4,184 $4,184 $4,184 Total Field & Technical Salary & Wages $17,725 $17,725 $17,725 $17,725 $17,725 $17,725 $17,725 $17,725 $17,725 $17,725 $17,725 $30,006 High Speed Data Salary & Wages $4,184 $4,184 $4,184 $4,184 $4,184 $4,184 $4,184 $4,184 $4,184 $4,184 $4,184 $4,184

Vehicles - Field & Technical 555555555555 Vehicles - Field & Technical 222222222222

Attributable Technical Salary & Wage Expenses Cable Services Salary & Wages Allocated 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% Telecom Salary & Wages Allocated to Cable Services 56.62% 56.84% 57.03% 57.21% 57.39% 57.56% 57.76% 57.91% 58.10% 58.26% 58.44% 58.61% Additional Allocation - 1 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Additional Allocation - 2 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 30 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 G & A Expenses - Residential

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Salaries & Wages $9,764 $9,764 $9,764 $9,764 $9,764 $9,764 $9,764 $9,764 $9,764 $9,764 $9,764 $15,557 Payroll Taxes $1,592 $1,592 $1,592 $1,592 $1,592 $1,592 $1,592 $1,592 $1,592 $1,592 $1,592 $2,537 Benefits $4,979 $4,979 $4,979 $4,979 $4,979 $4,979 $4,979 $4,979 $4,979 $4,979 $4,979 $7,934 Contract Labor $206 $206 $206 $206 $206 $206 $206 $206 $206 $206 $206 $206 Consulting $206 $206 $206 $206 $206 $206 $206 $206 $206 $206 $206 $206 Vehicle Expense $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Travel & Entertainment $103 $103 $103 $103 $103 $103 $103 $103 $103 $103 $103 $103 Training & Seminars $52 $52 $52 $52 $52 $52 $52 $52 $52 $52 $52 $52 Bank Charges $52 $52 $52 $52 $52 $52 $52 $52 $52 $52 $52 $52 Security $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Contributions $52 $52 $52 $52 $52 $52 $52 $52 $52 $52 $52 $52 Bad Debt $3,117 $3,119 $3,122 $3,125 $3,128 $3,131 $3,135 $3,138 $3,141 $3,144 $3,147 $3,150 Uniforms $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Insurance $1,391 $1,391 $1,391 $1,391 $1,391 $1,391 $1,391 $1,391 $1,391 $1,391 $1,391 $1,391 Utilities $361 $361 $361 $361 $361 $361 $361 $361 $361 $361 $361 $361 Postage $155 $155 $155 $155 $155 $155 $155 $155 $155 $155 $155 $155 Copyright Fees $33 $33 $33 $33 $33 $33 $33 $33 $33 $33 $33 $33 Franchise Fees $7,021 $7,025 $7,032 $7,039 $7,046 $7,053 $7,060 $7,067 $7,074 $7,081 $7,088 $7,095 FCC Regulatory Fee $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Sales Tax $8,426 $8,430 $8,438 $8,447 $8,455 $8,464 $8,472 $8,480 $8,489 $8,497 $8,506 $8,514 Billing Service $5,416 $5,418 $5,424 $5,429 $5,435 $5,440 $5,446 $5,451 $5,456 $5,462 $5,467 $5,473 Answering Service $309 $309 $309 $309 $309 $309 $309 $309 $309 $309 $309 $309 Dues & Subscriptions $77 $77 $77 $77 $77 $77 $77 $77 $77 $77 $77 $77 Rent $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Telecommunications $335 $335 $335 $335 $335 $335 $335 $335 $335 $335 $335 $335 Office Supplies $129 $129 $129 $129 $129 $129 $129 $129 $129 $129 $129 $129 Repair & Maint. $103 $103 $103 $103 $103 $103 $103 $103 $103 $103 $103 $103 Office Equipment $103 $103 $103 $103 $103 $103 $103 $103 $103 $103 $103 $103 Subs/Research $26 $26 $26 $26 $26 $26 $26 $26 $26 $26 $26 $26 Taxes & Licenses $155 $155 $155 $155 $155 $155 $155 $155 $155 $155 $155 $155 Accounting $206 $206 $206 $206 $206 $206 $206 $206 $206 $206 $206 $206 Legal $309 $309 $309 $309 $309 $309 $309 $309 $309 $309 $309 $309 Property Taxes $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Janitorial Services $129 $129 $129 $129 $129 $129 $129 $129 $129 $129 $129 $129 Computer Repair $129 $129 $129 $129 $129 $129 $129 $129 $129 $129 $129 $129 Miscellaneous $309 $309 $309 $309 $309 $309 $309 $309 $309 $309 $309 $309 Telecom Allocation ($7,508) ($7,537) ($7,562) ($7,587) ($7,610) ($7,633) ($7,659) ($7,680) ($7,704) ($7,725) ($7,749) ($7,772) Management Entity Allocation $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total G & A Expenses $37,733 $37,716 $37,715 $37,714 $37,715 $37,715 $37,714 $37,717 $37,718 $37,720 $37,720 $47,415 Total G & A Expense Allocation $37,733 $37,716 $37,715 $37,714 $37,715 $37,715 $37,714 $37,717 $37,718 $37,720 $37,720 $47,415

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 43 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 G & A Variables

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24 G & A Employees General Managers 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 Office Manager 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 MIS Director 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 Accountant 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 Customer Service Representatives 2.00 2.00 2.00 2.00 2.00 2.00 2.00 2.00 2.00 2.00 2.00 2.00 Support Staff 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50 Total G & A Employees 3.50 3.50 3.50 3.50 3.50 3.50 3.50 3.50 3.50 3.50 3.50 3.50

G & A Salary & Wages General Managers $1,609 $1,609 $1,609 $1,609 $1,609 $1,609 $1,609 $1,609 $1,609 $1,609 $1,609 $7,403 Office Manager $966 $966 $966 $966 $966 $966 $966 $966 $966 $966 $966 $966 MIS Director $1,180 $1,180 $1,180 $1,180 $1,180 $1,180 $1,180 $1,180 $1,180 $1,180 $1,180 $1,180 Accountant $644 $644 $644 $644 $644 $644 $644 $644 $644 $644 $644 $644 Customer Service Representatives $4,292 $4,292 $4,292 $4,292 $4,292 $4,292 $4,292 $4,292 $4,292 $4,292 $4,292 $4,292 Support Staff $1,073 $1,073 $1,073 $1,073 $1,073 $1,073 $1,073 $1,073 $1,073 $1,073 $1,073 $1,073 Total G & A Salary & Wages $9,764 $9,764 $9,764 $9,764 $9,764 $9,764 $9,764 $9,764 $9,764 $9,764 $9,764 $15,557

Vehicles 111111111111

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 27 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Programming & Related Exp. - Residential

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24 Limited Basic Service $1,841 $1,842 $1,844 $1,845 $1,847 $1,849 $1,851 $1,853 $1,855 $1,857 $1,858 $1,860 Standard Basic Service $35,050 $35,068 $35,103 $35,138 $35,173 $35,208 $35,244 $35,279 $35,314 $35,349 $35,385 $35,420 Pay Programming $14,732 $14,740 $14,754 $14,769 $14,784 $14,799 $14,814 $14,828 $14,843 $14,858 $14,873 $14,888 PPV Programming $3,249 $3,251 $3,254 $3,258 $3,261 $3,264 $3,267 $3,271 $3,274 $3,277 $3,280 $3,284 Guide Channels $250 $250 $250 $250 $250 $250 $250 $250 $250 $250 $250 $250 Total Programming Expense $55,123 $55,150 $55,205 $55,260 $55,315 $55,370 $55,425 $55,481 $55,536 $55,591 $55,646 $55,702

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 40 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Capital Expenditures

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Strand Mapping, Permitting, Engineering and Design $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Project Consulting $1,250 $1,250 $1,250 $1,250 $1,250 $1,250 $1,250 $1,250 $1,250 $1,250 $1,250 $1,250 Aerial Make Ready Engineering $0 $19 $20 $20 $20 $20 $20 $20 $20 $20 $20 $20 Aerial Make Ready $0 $211 $211 $211 $211 $212 $212 $212 $212 $213 $213 $213 Aerial Strand Labor $0 $97 $98 $98 $98 $98 $98 $98 $98 $98 $98 $98 Aerial Strand, Hardware & Materials $0 $96 $96 $96 $96 $96 $96 $96 $97 $97 $97 $97 Wave7 Optical Cores and Taps $0 $2,694 $2,696 $2,699 $2,702 $2,705 $2,707 $2,710 $2,713 $2,715 $2,718 $2,721 Fiber Cable $0 $471 $471 $472 $472 $473 $473 $474 $474 $475 $475 $476 Fiber Labor $0 $308 $308 $308 $308 $309 $309 $309 $310 $310 $310 $311 Underground Plant Labor $0 $1,487 $1,489 $1,490 $1,492 $1,493 $1,495 $1,496 $1,498 $1,499 $1,501 $1,502 Fiber Splicing $0 $370 $371 $371 $371 $372 $372 $373 $373 $373 $374 $374 Customer Premise Install Labor & Materials - Residential $0 $757 $757 $758 $759 $760 $760 $761 $762 $763 $763 $764 Customer Premise Install Labor & Materials - Commercial $0 $53 $54 $54 $54 $54 $54 $54 $54 $54 $54 $54 Headend Video Electronics $5,000 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Headend Building, Tower & Generator $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Digital Headend Equipment $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Headend Optoelectronics $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Hotel/Motel Rewiring - Labor & Materials $0 $221 $222 $222 $222 $222 $223 $223 $223 $223 $223 $224 Customer Premise Equipment $0 $36 $36 $36 $36 $37 $37 $37 $37 $37 $37 $37 Digital Customer Premise Equipment $0 $806 $807 $808 $808 $809 $810 $811 $812 $812 $813 $814 Telephone Switch & Data Equipment $0 $0 $0 $0 $0 $77,975 $0 $0 $0 $0 $0 $0 Wave7 Customer Premise - Residential $0 $2,804 $2,807 $2,809 $2,812 $2,815 $2,818 $2,821 $2,823 $2,826 $2,829 $2,832 Wave7 Customer Premise - Commercial $0 $872 $873 $874 $875 $876 $877 $877 $878 $879 $880 $881 High Speed Data Installation - Residential $4,301 $4,347 $4,351 $4,355 $4,360 $4,364 $4,368 $4,373 $4,377 $4,382 $4,386 $4,390 High Speed Data Installation - Commercial $0 $39 $39 $39 $39 $39 $39 $39 $39 $39 $39 $39 Office Building, Land, Studio, Furniture & Office Equipment $1,500 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Computer Equipment & Billing System Software $10,000 $0 $0 $0 $0 $0 $5,000 $0 $0 $0 $0 $0 Marketing & Sales - Video $0 $141 $141 $141 $141 $141 $142 $142 $142 $142 $142 $142 Marketing & Sales - Data $2,458 $2,501 $2,503 $2,506 $2,508 $2,511 $2,513 $2,516 $2,518 $2,521 $2,523 $2,526 Special Project Fund $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Fusion Splicer and Splicing Equipment $0 $0 $0 $0 $20,000 $0 $0 $0 $0 $0 $0 $0 Tools, Test Equipment and Spare Equipment $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $2,000 Vehicles and Mobile Communications $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total $24,509 $19,580 $19,598 $19,616 $39,635 $97,628 $24,672 $19,690 $19,708 $19,727 $19,745 $21,764 Contingency $1,225 $979 $980 $981 $1,982 $4,881 $1,234 $985 $985 $986 $987 $1,088 State Sales Tax $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Capital Expenditures $25,735 $20,559 $20,578 $20,597 $41,617 $102,510 $25,905 $20,675 $20,694 $20,713 $20,733 $22,852 Total Capital Expenditures to Date $17,868,296 $17,888,855 $17,909,433 $17,930,030 $17,971,647 $18,074,156 $18,100,062 $18,120,736 $18,141,430 $18,162,143 $18,182,876 $18,205,728

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Page: 14 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Plant Statistics

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Total Plant Miles to Construct Geneva, Illinois 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase II Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase III Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Total Plant Miles to Construct 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Residential Plant Miles - Constructed Geneva, Illinois 0.00 0.11 0.11 0.11 0.11 0.11 0.11 0.11 0.11 0.11 0.11 0.11 Phase II Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase III Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Total Residential Plant Miles - Constructed 0.00 0.11 0.11 0.11 0.11 0.11 0.11 0.11 0.11 0.11 0.11 0.11

Residential Plant Miles - End Geneva, Illinois 112.00 112.11 112.22 112.34 112.45 112.56 112.67 112.79 112.90 113.01 113.13 113.24 Phase II Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase III Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Total Residential Plant Miles - Begin 112.00 112.11 112.22 112.34 112.45 112.56 112.67 112.79 112.90 113.01 113.13 113.24

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 15 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Plant Statistics (Cont.)

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24 Commercial Plant Miles - Begin Geneva, Illinois 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase II Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase III Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Total Residential Plant Miles - Constructed 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Commercial Plant Miles - Constructed Geneva, Illinois 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase II Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase III Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Total Commercial Plant Miles - Constructed 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Commercial Plant Miles - End Geneva, Illinois 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase II Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase III Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Total Commercial Plant Miles - End 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Plant Miles Total Plant Miles - Begin 112.00 112.00 112.11 112.22 112.34 112.45 112.56 112.67 112.79 112.90 113.01 113.13 Total Plant Miles - Constructed 0.00 0.11 0.11 0.11 0.11 0.11 0.11 0.11 0.11 0.11 0.11 0.11 Total Plant Miles - End 112.00 112.11 112.22 112.34 112.45 112.56 112.67 112.79 112.90 113.01 113.13 113.24

Total Construction Footage 0 591 592 593 593 594 594 595 596 596 597 597 % of Outside Plant - Aerial 47% 47% 47% 47% 47% 47% 47% 47% 47% 47% 47% 47% % of Outside Plant - Underground 53% 53% 53% 53% 53% 53% 53% 53% 53% 53% 53% 53% Aerial Construction Footage 0 278 279 279 279 279 280 280 280 281 281 281 Underground Construction Footage 0 313 313 314 314 314 315 315 315 316 316 316

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 16 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Homes and Customers Per Mile

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Residential Homes Passed Per Mile Geneva, Illinois 71.11 71.11 71.11 71.11 71.11 71.11 71.11 71.11 71.11 71.11 71.11 71.11 Phase II Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase III Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Average Homes Passed Per Mile 71.11 71.11 71.11 71.11 71.11 71.11 71.11 71.11 71.11 71.11 71.11 71.11

Customers Per Mile 24.18 24.18 24.18 24.18 24.18 24.18 24.18 24.18 24.18 24.18 24.18 24.18

Commercial Units Passed Per Mile Geneva, Illinois 17.19 17.19 17.19 17.19 17.19 17.19 17.19 17.19 17.19 17.19 17.19 17.19 Phase II Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase III Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Active Commercial Units Pass/Mile 0.86 0.86 0.86 0.86 0.86 0.86 0.86 0.86 0.86 0.86 0.86 0.86

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 6 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Homes Passed - Customers

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Add Serviceable Homes Passed Total & by Franchise Area Begin Homes Passed 7,964 7,964 7,972 7,980 7,988 7,996 8,004 8,012 8,020 8,028 8,036 8,044 Geneva, Illinois 088888888888 Phase II Service Area 000000000000 Phase III Service Area 000000000000 Total Add Serviceable Homes Passed 088888888888 End Homes Passed 7,964 7,972 7,980 7,988 7,996 8,004 8,012 8,020 8,028 8,036 8,044 8,052

Total Potenial Homes Passed by Franchise Area Geneva, Illinois 7,964 7,972 7,980 7,988 7,996 8,004 8,012 8,020 8,028 8,036 8,044 8,052 Phase II Service Area 000000000000 Phase III Service Area 000000000000 End Homes Passed 7,964 7,972 7,980 7,988 7,996 8,004 8,012 8,020 8,028 8,036 8,044 8,052

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 7 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Homes Passed - Customers (Cont.)

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

End Customers by Franchise Area Geneva, Illinois 2,708 2,711 2,713 2,716 2,719 2,721 2,724 2,727 2,730 2,732 2,735 2,738 Phase II Service Area 000000000000 Phase III Service Area 000000000000 Total Customers 2,708 2,711 2,713 2,716 2,719 2,721 2,724 2,727 2,730 2,732 2,735 2,738

Average Customers by Franchise Area Geneva, Illinois 2,708 2,709 2,712 2,715 2,717 2,720 2,723 2,726 2,728 2,731 2,734 2,736 Phase II Service Area 000000000000 Phase III Service Area 000000000000 Total Average Customers 2,708 2,709 2,712 2,715 2,717 2,720 2,723 2,726 2,728 2,731 2,734 2,736

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 8 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Homes Passed - Customers (Cont.)

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Average Customers Percentage by Franchise Area Geneva, Illinois 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% Phase II Service Area 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Phase III Service Area 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

New Plant Extensions Homes Constructed Geneva, Illinois 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% Phase II Service Area 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% Phase III Service Area 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% Video Service Penetration - New Construction All 34.0% 34.0% 34.0% 34.0% 34.0% 34.0% 34.0% 34.0% 34.0% 34.0% 34.0% 34.0%

Video Service Penetration - Overall 34.0% 34.0% 34.0% 34.0% 34.0% 34.0% 34.0% 34.0% 34.0% 34.0% 34.0% 34.0%

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 9 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Homes Passed - Customers (Cont.)

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

New Construction Video Service Installs Geneva, Illinois 033333333333 Phase II Service Area 000000000000 Phase III Service Area 000000000000 Total New Construction Video Service Installs 033333333333

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 10 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Homes Passed - Customers (Cont.)

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Video Services Reconnects Geneva, Illinois 777777777777 Phase II Service Area 000000000000 Phase III Service Area 000000000000 Total Basic Video Service Reconnects 777777777777

Video Services Disconnects Geneva, Illinois 777777777777 Phase II Service Area 000000000000 Phase III Service Area 000000000000 Total Basic Video Service Disconnects 777777777777

Video Service Customers Begin Basic Video Service Customers 2,708 2,708 2,711 2,713 2,716 2,719 2,721 2,724 2,727 2,730 2,732 2,735 Net Add Basic Video Service Customers 033333333333 End Basic Video Service Customers 2,708 2,711 2,713 2,716 2,719 2,721 2,724 2,727 2,730 2,732 2,735 2,738 Average Basic Video Service Customers 2,708 2,709 2,712 2,715 2,717 2,720 2,723 2,726 2,728 2,731 2,734 2,736 2,712 2,715 2,717 2,720 2,723 2,726 2,728 2,731 2,734 2,736

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 11 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Homes Passed - Customers (Cont.)

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

High Speed Data Customers Begin High Speed Data Customers 513 559 606 652 698 744 790 836 882 927 972 1,017 Add High Speed Data Customers 49 50 50 50 50 50 50 50 50 50 50 50 High Speed Data Disconnects 333444445555 End High Speed Data Customers 559 606 652 698 744 790 836 882 927 972 1,017 1,062 Average High Speed Data Customers 536 582 629 675 721 767 813 859 904 949 995 1,040 High Speed Data Penetration to Homes Passed 7.02% 7.60% 8.17% 8.74% 9.31% 9.87% 10.43% 10.99% 11.55% 12.10% 12.64% 13.19% High Speed Data Penetration to Subscribers 20.64% 22.34% 24.03% 25.71% 27.38% 29.04% 30.69% 32.33% 33.96% 35.58% 37.19% 38.79%

Commercial Customers Passed Begin Commercial Units Passed 1,925 1,925 1,927 1,929 1,931 1,933 1,935 1,937 1,939 1,941 1,943 1,945 Geneva, Illinois 022222222222 Phase II Service Area 000000000000 Phase III Service Area 000000000000 End Commercial Units Passed 1,925 1,927 1,929 1,931 1,933 1,935 1,937 1,939 1,941 1,943 1,945 1,947 Total Add Commercial Unites Passed 022222222222

Video Service Penetration - Commercial Units 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% Begin Commercial Unit Video Customers 96 96 96 96 97 97 97 97 97 97 97 97 Commercial Units Video Added Customers 000000000000 Ending Commercial Video Units Customers 96 96 96 97 97 97 97 97 97 97 97 97 Average Commercial Video Units 96 96 96 97 97 97 97 97 97 97 97 97 Average Commercial Video Penetration to Units Passed 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% Average FCC Equivalent Commercial Units 20 20 20 20 20 20 20 20 20 20 20 20

Total Average Equivalent Video Customers 2,727 2,729 2,731 2,734 2,737 2,740 2,742 2,745 2,748 2,751 2,753 2,756

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 46 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Service Penetration

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Basic 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% Expanded Basic 97.00% 97.00% 97.00% 97.00% 97.00% 97.00% 97.00% 97.00% 97.00% 97.00% 97.00% 97.00% Business Basic 0.20% 0.20% 0.20% 0.20% 0.20% 0.20% 0.20% 0.20% 0.20% 0.20% 0.20% 0.20% Line Maintenance Plan 65.00% 65.00% 65.00% 65.00% 65.00% 65.00% 65.00% 65.00% 65.00% 65.00% 65.00% 65.00% Set Top with Remote 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% Additional Digital Converter 7.00% 7.00% 7.00% 7.00% 7.00% 7.00% 7.00% 7.00% 7.00% 7.00% 7.00% 7.00% HBO Analog Only 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% HBO Digital Group 8.00% 8.00% 8.00% 8.00% 8.00% 8.00% 8.00% 8.00% 8.00% 8.00% 8.00% 8.00% Cinemax Digital Group 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% Showtime Digital Group 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% The Movie Channel Digital Group 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% Starz/Encore Group 12.50% 12.50% 12.50% 12.50% 12.50% 12.50% 12.50% 12.50% 12.50% 12.50% 12.50% 12.50% Encore 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Showtime Digital Combo (Show, TMC, Flix & Sundance) 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% HBO Digital Group/Cinemax Digital Group 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% Digital Basic Tier with Music Choice 24.00% 24.00% 24.00% 24.00% 24.00% 24.00% 24.00% 24.00% 24.00% 24.00% 24.00% 24.00% Video on Demand Movies & Events 11.00% 11.00% 11.00% 11.00% 11.00% 11.00% 11.00% 11.00% 11.00% 11.00% 11.00% 11.00% Advertising Sales 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% Open 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Open 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Open 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Late Charges 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% Pay Per View Movies 40.00% 40.00% 40.00% 40.00% 40.00% 40.00% 40.00% 40.00% 40.00% 40.00% 40.00% 40.00% Pay Per View Channels 600.00% 66666666666 0.00% Commercial Basic 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% Commercial HBO 20.00% 20.00% 20.00% 20.00% 20.00% 20.00% 20.00% 20.00% 20.00% 20.00% 20.00% 20.00% Commercial Pay Per View 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 47 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Service Penetration (Cont.)

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Residential Standard High Speed Data - Level 1 0.75% 0.75% 0.75% 0.75% 0.75% 0.75% 0.75% 0.75% 0.75% 0.75% 0.75% 0.75% Silver High Speed Data - Level 2 3.70% 3.70% 3.70% 3.70% 3.70% 3.70% 3.70% 3.70% 3.70% 3.70% 3.70% 3.70% Gold & Platnimum High Speed Data - Level 3 1.42% 1.42% 1.42% 1.42% 1.42% 1.42% 1.42% 1.42% 1.42% 1.42% 1.42% 1.42% High Speed Data - New Installations - New Market 5.87% 5.87% 5.87% 5.87% 5.87% 5.87% 5.87% 5.87% 5.87% 5.87% 5.87% 5.87%

High Speed Data - Level 1 - Remarket 0.11% 0.11% 0.11% 0.11% 0.11% 0.11% 0.11% 0.11% 0.11% 0.11% 0.11% 0.11% High Speed Data - Level 2 - Remarket 0.29% 0.29% 0.29% 0.29% 0.29% 0.29% 0.29% 0.29% 0.29% 0.29% 0.29% 0.29% High Speed Data - Level 3 - Remarket 0.21% 0.21% 0.21% 0.21% 0.21% 0.21% 0.21% 0.21% 0.21% 0.21% 0.21% 0.21% High Speed Data - New Installations - Remarket 0.62% 0.62% 0.62% 0.62% 0.62% 0.62% 0.62% 0.62% 0.62% 0.62% 0.62% 0.62%

High Speed Data Penetration to Homes Passed 7.02% 7.60% 8.17% 8.74% 9.31% 9.87% 10.43% 10.99% 11.55% 12.10% 12.64% 13.19% Residential Modem Rental 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

Commercial Standard Business High Speed Data - Level 1 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% Standard Business High Speed Data - Level 2 0.98% 0.98% 0.98% 0.98% 0.98% 0.98% 0.98% 0.98% 0.98% 0.98% 0.98% 0.98% Business Plus High Speed Data - Level 1 1.46% 1.46% 1.46% 1.46% 1.46% 1.46% 1.46% 1.46% 1.46% 1.46% 1.46% 1.46% Business Plus High Speed Data - Level 2 1.95% 1.95% 1.95% 1.95% 1.95% 1.95% 1.95% 1.95% 1.95% 1.95% 1.95% 1.95% Business Elite High Speed Data - Level 1 2.43% 2.43% 2.43% 2.43% 2.43% 2.43% 2.43% 2.43% 2.43% 2.43% 2.43% 2.43% Business Elite High Speed Data - Level 2 2.91% 2.91% 2.91% 2.91% 2.91% 2.91% 2.91% 2.91% 2.91% 2.91% 2.91% 2.91% Direct Business High Speed Data - Level 1 3.39% 3.39% 3.39% 3.39% 3.39% 3.39% 3.39% 3.39% 3.39% 3.39% 3.39% 3.39% Direct Business High Speed Data - Level 2 3.88% 3.88% 3.88% 3.88% 3.88% 3.88% 3.88% 3.88% 3.88% 3.88% 3.88% 3.88% Commercial High Speed Data - New Installations 17.50% 17.50% 17.50% 17.50% 17.50% 17.50% 17.50% 17.50% 17.50% 17.50% 17.50% 17.50% Commercial High Speed Data - To Units Passed 17.50% 17.50% 17.50% 17.50% 17.50% 17.50% 17.50% 17.50% 17.50% 17.50% 17.50% 17.50%

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 44 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Customer Rate Summary

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Basic $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 Expanded Basic $23.55 $23.55 $23.55 $23.55 $23.55 $23.55 $23.55 $23.55 $23.55 $23.55 $23.55 $23.55 Business Basic $34.50 $34.50 $34.50 $34.50 $34.50 $34.50 $34.50 $34.50 $34.50 $34.50 $34.50 $34.50 Line Maintenance Plan $1.95 $1.95 $1.95 $1.95 $1.95 $1.95 $1.95 $1.95 $1.95 $1.95 $1.95 $1.95 Set Top with Remote $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 Additional Digital Converter $5.95 $5.95 $5.95 $5.95 $5.95 $5.95 $5.95 $5.95 $5.95 $5.95 $5.95 $5.95 HBO Analog Only $11.95 $11.95 $11.95 $11.95 $11.95 $11.95 $11.95 $11.95 $11.95 $11.95 $11.95 $11.95 HBO Digital Group $11.95 $11.95 $11.95 $11.95 $11.95 $11.95 $11.95 $11.95 $11.95 $11.95 $11.95 $11.95 Cinemax Digital Group $9.95 $9.95 $9.95 $9.95 $9.95 $9.95 $9.95 $9.95 $9.95 $9.95 $9.95 $9.95 Showtime Digital Group $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 The Movie Channel Digital Group $8.95 $8.95 $8.95 $8.95 $8.95 $8.95 $8.95 $8.95 $8.95 $8.95 $8.95 $8.95 Starz/Encore Group $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 Encore $5.95 $5.95 $5.95 $5.95 $5.95 $5.95 $5.95 $5.95 $5.95 $5.95 $5.95 $5.95 Showtime Digital Combo (Show, TMC, Flix & Sundance) $12.95 $12.95 $12.95 $12.95 $12.95 $12.95 $12.95 $12.95 $12.95 $12.95 $12.95 $12.95 HBO Digital Group/Cinemax Digital Group $19.50 $19.50 $19.50 $19.50 $19.50 $19.50 $19.50 $19.50 $19.50 $19.50 $19.50 $19.50 Digital Basic Tier with Music Choice $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 Video on Demand Movies & Events $11.00 $11.00 $11.00 $11.00 $11.00 $11.00 $11.00 $11.00 $11.00 $11.00 $11.00 $11.00 Advertising Sales $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 Late Charges $2.95 $2.95 $2.95 $2.95 $2.95 $2.95 $2.95 $2.95 $2.95 $2.95 $2.95 $2.95 Pay Per View Movies $3.95 $3.95 $3.95 $3.95 $3.95 $3.95 $3.95 $3.95 $3.95 $3.95 $3.95 $3.95 Pay Per View Channels 30 30 30 30 30 30 30 30 30 30 30 30

Commercial Basic $7.00 $7.00 $7.00 $7.00 $7.00 $7.00 $7.00 $7.00 $7.00 $7.00 $7.00 $7.00 Commercial HBO $5.00 $5.00 $5.00 $5.00 $5.00 $5.00 $5.00 $5.00 $5.00 $5.00 $5.00 $5.00 Commercial Pay Per View $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 45 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Customer Rate Summary (Cont.)

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Residential Standard High Speed Data - Level 1 $26.95 $26.95 $26.95 $26.95 $26.95 $26.95 $26.95 $26.95 $26.95 $26.95 $26.95 $26.95 Silver High Speed Data - Level 2 $34.95 $34.95 $34.95 $34.95 $34.95 $34.95 $34.95 $34.95 $34.95 $34.95 $34.95 $34.95 Gold & Platnimum High Speed Data - Level 3 $54.95 $54.95 $54.95 $54.95 $54.95 $54.95 $54.95 $54.95 $54.95 $54.95 $54.95 $54.95 Residential Modem Rental $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Residential Service Activation $50.00 $50.00 $50.00 $50.00 $50.00 $50.00 $50.00 $50.00 $50.00 $50.00 $50.00 $50.00 Ethernet Card and Installation $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00

Commercial Standard Business High Speed Data - Level 1 $49.95 $49.95 $49.95 $49.95 $49.95 $49.95 $49.95 $49.95 $49.95 $49.95 $49.95 $49.95 Standard Business High Speed Data - Level 2 $69.95 $69.95 $69.95 $69.95 $69.95 $69.95 $69.95 $69.95 $69.95 $69.95 $69.95 $69.95 Business Plus High Speed Data - Level 1 $89.95 $89.95 $89.95 $89.95 $89.95 $89.95 $89.95 $89.95 $89.95 $89.95 $89.95 $89.95 Business Plus High Speed Data - Level 2 $99.95 $99.95 $99.95 $99.95 $99.95 $99.95 $99.95 $99.95 $99.95 $99.95 $99.95 $99.95 Business Elite High Speed Data - Level 1 $129.95 $129.95 $129.95 $129.95 $129.95 $129.95 $129.95 $129.95 $129.95 $129.95 $129.95 $129.95 Business Elite High Speed Data - Level 2 $169.95 $169.95 $169.95 $169.95 $169.95 $169.95 $169.95 $169.95 $169.95 $169.95 $169.95 $169.95 Direct Business High Speed Data - Level 1 $225.00 $225.00 $225.00 $225.00 $225.00 $225.00 $225.00 $225.00 $225.00 $225.00 $225.00 $225.00 Direct Business High Speed Data - Level 2 $475.00 $475.00 $475.00 $475.00 $475.00 $475.00 $475.00 $475.00 $475.00 $475.00 $475.00 $475.00

Standard Business High Speed Data - Level 1 - Setup $200.00 $200.00 $200.00 $200.00 $200.00 $200.00 $200.00 $200.00 $200.00 $200.00 $200.00 $200.00 Standard Business High Speed Data - Level 2 - Setup $225.00 $225.00 $225.00 $225.00 $225.00 $225.00 $225.00 $225.00 $225.00 $225.00 $225.00 $225.00 Business Plus High Speed Data - Level 1 - Setup $750.00 $750.00 $750.00 $750.00 $750.00 $750.00 $750.00 $750.00 $750.00 $750.00 $750.00 $750.00 Business Plus High Speed Data - Level 2 - Setup $775.00 $775.00 $775.00 $775.00 $775.00 $775.00 $775.00 $775.00 $775.00 $775.00 $775.00 $775.00 Business Elite High Speed Data - Level 1 - Setup $1,125.00 $1,125.00 $1,125.00 $1,125.00 $1,125.00 $1,125.00 $1,125.00 $1,125.00 $1,125.00 $1,125.00 $1,125.00 $1,125.00 Business Elite High Speed Data - Level 2 - Setup $1,150.00 $1,150.00 $1,150.00 $1,150.00 $1,150.00 $1,150.00 $1,150.00 $1,150.00 $1,150.00 $1,150.00 $1,150.00 $1,150.00 Direct Business High Speed Data - Level 1 - Setup $1,500.00 $1,500.00 $1,500.00 $1,500.00 $1,500.00 $1,500.00 $1,500.00 $1,500.00 $1,500.00 $1,500.00 $1,500.00 $1,500.00 Direct Business High Speed Data - Level 2 - Setup $1,525.00 $1,525.00 $1,525.00 $1,525.00 $1,525.00 $1,525.00 $1,525.00 $1,525.00 $1,525.00 $1,525.00 $1,525.00 $1,525.00

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 48 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Average Customer Rate Summary

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Basic $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 Expanded Basic $22.84 $22.84 $22.84 $22.84 $22.84 $22.84 $22.84 $22.84 $22.84 $22.84 $22.84 $22.84 Business Basic $0.07 $0.07 $0.07 $0.07 $0.07 $0.07 $0.07 $0.07 $0.07 $0.07 $0.07 $0.07 Line Maintenance Plan $1.27 $1.27 $1.27 $1.27 $1.27 $1.27 $1.27 $1.27 $1.27 $1.27 $1.27 $1.27 Set Top with Remote $0.01 $0.01 $0.01 $0.01 $0.01 $0.01 $0.01 $0.01 $0.01 $0.01 $0.01 $0.01 HBO Analog Only $1.79 $1.79 $1.79 $1.79 $1.79 $1.79 $1.79 $1.79 $1.79 $1.79 $1.79 $1.79 HBO Digital Group $0.96 $0.96 $0.96 $0.96 $0.96 $0.96 $0.96 $0.96 $0.96 $0.96 $0.96 $0.96 Cinemax Digital Group $0.60 $0.60 $0.60 $0.60 $0.60 $0.60 $0.60 $0.60 $0.60 $0.60 $0.60 $0.60 Showtime Digital Group $0.66 $0.66 $0.66 $0.66 $0.66 $0.66 $0.66 $0.66 $0.66 $0.66 $0.66 $0.66 The Movie Channel Digital Group $0.45 $0.45 $0.45 $0.45 $0.45 $0.45 $0.45 $0.45 $0.45 $0.45 $0.45 $0.45 Starz/Encore Group $1.37 $1.37 $1.37 $1.37 $1.37 $1.37 $1.37 $1.37 $1.37 $1.37 $1.37 $1.37 Encore $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Showtime Digital Combo (Show, TMC, Flix & Sundance) $1.94 $1.94 $1.94 $1.94 $1.94 $1.94 $1.94 $1.94 $1.94 $1.94 $1.94 $1.94 HBO Digital Group/Cinemax Digital Group $0.98 $0.98 $0.98 $0.98 $0.98 $0.98 $0.98 $0.98 $0.98 $0.98 $0.98 $0.98 Digital Basic Tier with Music Choice $2.63 $2.63 $2.63 $2.63 $2.63 $2.63 $2.63 $2.63 $2.63 $2.63 $2.63 $2.63 Video on Demand Movies & Events $1.21 $1.21 $1.21 $1.21 $1.21 $1.21 $1.21 $1.21 $1.21 $1.21 $1.21 $1.21 Advertising Sales $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 Open $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Open $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Open $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Late Charges $0.15 $0.15 $0.15 $0.15 $0.15 $0.15 $0.15 $0.15 $0.15 $0.15 $0.15 $0.15 Pay Per View Movies $1.58 $1.58 $1.58 $1.58 $1.58 $1.58 $1.58 $1.58 $1.58 $1.58 $1.58 $1.58

Commercial Basic $7.00 $7.00 $7.00 $7.00 $7.00 $7.00 $7.00 $7.00 $7.00 $7.00 $7.00 $7.00 Commercial HBO $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 Commercial Pay Per View $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 26 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Customer Revenue

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Basic $29,651 $29,666 $29,696 $29,725 $29,755 $29,785 $29,815 $29,844 $29,874 $29,904 $29,934 $29,964 Expanded Basic $61,857 $61,888 $61,950 $62,012 $62,074 $62,136 $62,198 $62,260 $62,323 $62,385 $62,447 $62,510 Business Basic $187 $187 $187 $187 $187 $188 $188 $188 $188 $188 $189 $189 Line Maintenance Plan $3,432 $3,434 $3,437 $3,441 $3,444 $3,448 $3,451 $3,455 $3,458 $3,462 $3,465 $3,468 Set Top with Remote $27 $27 $27 $27 $27 $27 $27 $27 $27 $27 $27 $27 HBO Analog Only $4,854 $4,856 $4,861 $4,866 $4,871 $4,876 $4,881 $4,885 $4,890 $4,895 $4,900 $4,905 HBO Digital Group $2,589 $2,590 $2,593 $2,595 $2,598 $2,600 $2,603 $2,606 $2,608 $2,611 $2,613 $2,616 Cinemax Digital Group $1,617 $1,617 $1,619 $1,621 $1,622 $1,624 $1,626 $1,627 $1,629 $1,630 $1,632 $1,634 Showtime Digital Group $1,779 $1,780 $1,782 $1,784 $1,785 $1,787 $1,789 $1,791 $1,792 $1,794 $1,796 $1,798 The Movie Channel Digital Group $1,212 $1,212 $1,214 $1,215 $1,216 $1,217 $1,218 $1,220 $1,221 $1,222 $1,223 $1,225 Starz/Encore Group $3,706 $3,708 $3,712 $3,716 $3,719 $3,723 $3,727 $3,731 $3,734 $3,738 $3,742 $3,745 Encore $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Showtime Digital Combo (Show, TMC, Flix & Sundance) $5,260 $5,263 $5,268 $5,273 $5,278 $5,284 $5,289 $5,294 $5,300 $5,305 $5,310 $5,316 HBO Digital Group/Cinemax Digital Group $2,640 $2,641 $2,644 $2,647 $2,649 $2,652 $2,655 $2,657 $2,660 $2,663 $2,665 $2,668 Digital Basic Tier with Music Choice $7,116 $7,120 $7,127 $7,134 $7,141 $7,148 $7,156 $7,163 $7,170 $7,177 $7,184 $7,191 Video on Demand Movies & Events $3,277 $3,278 $3,281 $3,285 $3,288 $3,291 $3,295 $3,298 $3,301 $3,304 $3,308 $3,311 Advertising Sales $5,416 $5,418 $5,424 $5,429 $5,435 $5,440 $5,446 $5,451 $5,456 $5,462 $5,467 $5,473 Open $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Open $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Open $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Late Charges $399 $400 $400 $400 $401 $401 $402 $402 $402 $403 $403 $404 Pay Per View Movies $4,278 $4,281 $4,285 $4,289 $4,293 $4,298 $4,302 $4,306 $4,311 $4,315 $4,319 $4,324 Total Basic Customer Revenue $140,425 $140,496 $140,636 $140,777 $140,917 $141,058 $141,199 $141,341 $141,482 $141,623 $141,765 $141,907 Franchise Fees $7,021 $7,025 $7,032 $7,039 $7,046 $7,053 $7,060 $7,067 $7,074 $7,081 $7,088 $7,095 FCC Regulatory Fee $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Sales Tax $8,426 $8,430 $8,438 $8,447 $8,455 $8,464 $8,472 $8,480 $8,489 $8,497 $8,506 $8,514 Gross Basic Customer Revenue $155,872 $155,950 $156,106 $156,262 $156,418 $156,575 $156,731 $156,888 $157,045 $157,202 $157,359 $157,517

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 39 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Residential High Speed Data Revenue and Expenses

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Revenue Standard High Speed Data - Level 1 $2,631 $2,860 $3,087 $3,314 $3,541 $3,766 $3,990 $4,214 $4,436 $4,658 $4,879 $5,099 Silver High Speed Data - Level 2 $8,873 $9,644 $10,417 $11,188 $11,955 $12,719 $13,481 $14,239 $14,994 $15,747 $16,496 $17,243 Gold & Platnimum High Speed Data - Level 3 $10,123 $11,000 $11,877 $12,750 $13,620 $14,487 $15,350 $16,209 $17,066 $17,919 $18,768 $19,615 Residential Modem Rental $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Recurring High Speed Data Revenue $21,627 $23,504 $25,382 $27,252 $29,116 $30,972 $32,820 $34,662 $36,496 $38,323 $40,143 $41,956 Franchise Fees $1,081 $1,175 $1,269 $1,363 $1,456 $1,549 $1,641 $1,733 $1,825 $1,916 $2,007 $2,098 Sales Tax $1,298 $1,410 $1,523 $1,635 $1,747 $1,858 $1,969 $2,080 $2,190 $2,299 $2,409 $2,517 High Speed Data Installation Revenue $2,458 $2,484 $2,486 $2,489 $2,491 $2,494 $2,496 $2,499 $2,501 $2,504 $2,506 $2,509 Total Residential High Speed Data Revenue $26,464 $28,573 $30,660 $32,739 $34,810 $36,872 $38,927 $40,974 $43,012 $45,043 $47,065 $49,080

Expense Salaries - Technical $4,184 $4,184 $4,184 $4,184 $4,184 $4,184 $4,184 $4,184 $4,184 $4,184 $4,184 $4,184 Payroll Taxes $682 $682 $682 $682 $682 $682 $682 $682 $682 $682 $682 $682 Benefits $2,134 $2,134 $2,134 $2,134 $2,134 $2,134 $2,134 $2,134 $2,134 $2,134 $2,134 $2,134 Vehicles $734 $734 $734 $734 $734 $734 $734 $734 $734 $734 $734 $734 Mobile Communications $309 $309 $309 $309 $309 $309 $309 $309 $309 $309 $309 $309 Office Expenses $206 $206 $206 $206 $206 $206 $206 $206 $206 $206 $206 $206 Miscellaneous $258 $258 $258 $258 $258 $258 $258 $258 $258 $258 $258 $258 Franchise Fees $1,081 $1,175 $1,269 $1,363 $1,456 $1,549 $1,641 $1,733 $1,825 $1,916 $2,007 $2,098 Sales Tax $1,298 $1,410 $1,523 $1,635 $1,747 $1,858 $1,969 $2,080 $2,190 $2,299 $2,409 $2,517 Help Desk Support $2,143 $2,329 $2,515 $2,701 $2,885 $3,069 $3,252 $3,435 $3,617 $3,798 $3,978 $4,158 High Speed Data/Telecommunications Circuits - T-1 $850 $1,207 $1,278 $1,346 $1,411 $1,473 $1,916 $1,988 $2,057 $2,124 $2,625 $2,699 Total Other Services Expense $13,879 $14,628 $15,092 $15,551 $16,006 $16,456 $17,286 $17,743 $18,196 $18,644 $19,527 $19,980

Total Other Services Cash Flow $12,585 $13,944 $15,568 $17,188 $18,804 $20,416 $21,641 $23,231 $24,816 $26,398 $27,539 $29,100

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 31 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Commercial Video and High Speed Data Revenue & Expenses

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24 Revenue Commercial Basic $674 $674 $675 $676 $676 $677 $678 $678 $679 $680 $680 $681 Commercial HBO $96 $96 $96 $97 $97 $97 $97 $97 $97 $97 $97 $97 Commercial Pay Per View $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Commercial High Speed Data $73,833 $73,870 $73,944 $74,018 $74,092 $74,166 $74,240 $74,314 $74,389 $74,463 $74,537 $74,612 Total Commercial Revenue $74,603 $74,640 $74,715 $74,790 $74,865 $74,940 $75,014 $75,089 $75,165 $75,240 $75,315 $75,390 Franchise Fees $3,730 $3,732 $3,736 $3,739 $3,743 $3,747 $3,751 $3,754 $3,758 $3,762 $3,766 $3,770 Sales Tax $4,476 $4,478 $4,483 $4,487 $4,492 $4,496 $4,501 $4,505 $4,510 $4,514 $4,519 $4,523 FCC Regulatory Fee $1 $1 $1 $1 $1 $1 $1 $1 $1 $1 $1 $1 Total Gross Commercial Recurring Revenue $82,811 $82,852 $82,935 $83,018 $83,101 $83,184 $83,267 $83,350 $83,434 $83,517 $83,601 $83,684

Standard Business High Speed Data - Level 1 - Setup $0 $2 $2 $2 $2 $2 $2 $2 $2 $2 $2 $2 Standard Business High Speed Data - Level 2 - Setup $0 $4 $4 $4 $4 $4 $4 $4 $4 $4 $4 $4 Business Plus High Speed Data - Level 1 - Setup $0 $21 $21 $21 $21 $21 $21 $21 $21 $21 $21 $21 Business Plus High Speed Data - Level 2 - Setup $0 $29 $29 $29 $29 $29 $29 $29 $29 $29 $29 $29 Business Elite High Speed Data - Level 1 - Setup $0 $53 $53 $53 $53 $53 $53 $53 $53 $53 $53 $53 Business Elite High Speed Data - Level 2 - Setup $0 $64 $65 $65 $65 $65 $65 $65 $65 $65 $65 $65 Direct Business High Speed Data - Level 1 - Setup $0 $98 $98 $98 $98 $98 $98 $99 $99 $99 $99 $99 Direct Business High Speed Data - Level 2 - Setup $0 $114 $114 $114 $114 $114 $114 $114 $115 $115 $115 $115 Commercial High Speed Data Install Revenue $0 $385 $386 $386 $386 $387 $387 $388 $388 $388 $389 $389 Gross Commercial Revenue $82,811 $83,237 $83,320 $83,404 $83,487 $83,571 $83,654 $83,738 $83,822 $83,905 $83,989 $84,073

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 32 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Commercial Revenue & Expenses (Cont.)

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Programming Expenses Commercial Basic $266 $267 $267 $267 $267 $268 $268 $268 $268 $269 $269 $269 Commercial HBO $160 $160 $160 $160 $160 $160 $160 $161 $161 $161 $161 $161 Commercial Pay Per View $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Guide Channel $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Programming Expenses $426 $426 $427 $427 $427 $428 $428 $429 $429 $430 $430 $430

G & A Expenses Salaries $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Commissions $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Payroll & Benefits $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Marketing Materials $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Hotel Commissions $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Maintenance & Repairs $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Vehicle Expense $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 General & Administration $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 System Power $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Communications $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Copyright Fees $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Franchise Fees $3,730 $3,732 $3,736 $3,739 $3,743 $3,747 $3,751 $3,754 $3,758 $3,762 $3,766 $3,770 Sales Tax $4,476 $4,478 $4,483 $4,487 $4,492 $4,496 $4,501 $4,505 $4,510 $4,514 $4,519 $4,523 FCC Regulatory Fee $1 $1 $1 $1 $1 $1 $1 $1 $1 $1 $1 $1 High Speed Data $6,768 $6,638 $6,514 $6,395 $6,282 $6,172 $6,068 $5,967 $5,870 $5,777 $5,687 $5,601 Help Desk Support $2,696 $2,697 $2,700 $2,703 $2,705 $2,708 $2,711 $2,713 $2,716 $2,719 $2,722 $2,724 Miscellaneous $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Commercial Expenses $17,671 $17,547 $17,434 $17,326 $17,223 $17,125 $17,031 $16,941 $16,856 $16,773 $16,695 $16,619

Commercial Operating Income $64,713 $65,264 $65,460 $65,651 $65,836 $66,018 $66,195 $66,368 $66,537 $66,702 $66,865 $67,024

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 33 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Telecommunications Revenue & Expenses

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Telecommunications Revenue Local Service Revenue $161,631 $161,783 $161,961 $162,111 $162,331 $162,454 $162,537 $162,811 $162,934 $163,154 $163,237 $163,360 Vertical Service Revenues $6,086 $6,090 $6,098 $6,102 $6,114 $6,114 $6,119 $6,131 $6,131 $6,142 $6,147 $6,147 Non-Recurring Charge Revenue $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Interstate Access Revenue $1,876 $1,876 $1,876 $1,880 $1,882 $1,882 $1,882 $1,890 $1,890 $1,890 $1,894 $1,896 Intrastate Access Revenue $142 $142 $142 $142 $144 $144 $144 $144 $144 $144 $144 $144 Interstate Toll Revenue $3,411 $3,413 $3,413 $3,418 $3,424 $3,424 $3,424 $3,435 $3,435 $3,438 $3,443 $3,449 Intrastate Toll Revenue $3,411 $3,413 $3,413 $3,418 $3,424 $3,424 $3,424 $3,435 $3,435 $3,438 $3,443 $3,449 Voice Mail Revenue $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 DS1 Data Revenue $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Wholesale Transport Revenue $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Operator Revenue $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Directory Assistance Revenue $568 $568 $569 $569 $570 $570 $571 $572 $572 $573 $573 $574 Yellow Page Revenue $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Universal Service Payments $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Telecommunications Revenue $177,125 $177,285 $177,472 $177,641 $177,889 $178,012 $178,101 $178,418 $178,541 $178,779 $178,881 $179,019 Franchise Fee $8,856 $8,864 $8,874 $8,882 $8,894 $8,901 $8,905 $8,921 $8,927 $8,939 $8,944 $8,951 Sales Tax $10,628 $10,637 $10,648 $10,658 $10,673 $10,681 $10,686 $10,705 $10,712 $10,727 $10,733 $10,741 Telecommunications Tax $8,486 $8,478 $8,471 $8,463 $8,459 $8,546 $8,534 $8,531 $8,521 $8,515 $8,504 $8,494 Less Bad Debt ($1,920) ($1,922) ($1,924) ($1,926) ($1,928) ($1,930) ($1,931) ($1,934) ($1,936) ($1,938) ($1,939) ($1,941) Net Telecommunications Revenue $203,175 $203,342 $203,541 $203,719 $203,987 $204,210 $204,295 $204,640 $204,766 $205,022 $205,123 $205,265

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 34 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Telecommunications Revenue & Expenses (Cont.)

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Cost of Goods Sold Wholesale Long Distance $3,000 $3,004 $3,004 $3,008 $3,012 $3,012 $3,012 $3,022 $3,022 $3,024 $3,030 $3,034 Operator Services $227 $227 $227 $228 $228 $228 $228 $229 $229 $229 $229 $229 Switching $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 Total Cost of Goods Sold $4,727 $4,731 $4,731 $4,736 $4,740 $4,740 $4,740 $4,751 $4,751 $4,753 $4,759 $4,763

Facility Based Engineering Salary & Wages $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Switching Salary & Wages $5,332 $5,332 $5,332 $5,332 $5,332 $5,332 $5,332 $5,332 $5,332 $5,332 $5,332 $5,332 Field Services Salary & Wages $9,262 $9,262 $9,262 $9,262 $9,262 $9,262 $9,262 $9,262 $9,262 $9,262 $9,262 $9,262 Customer Provisioning Salary & Wages $3,998 $3,998 $3,998 $3,998 $3,998 $3,998 $3,998 $3,998 $3,998 $3,998 $3,998 $3,998 Benefits and Taxes $6,507 $6,507 $6,507 $6,507 $6,507 $6,507 $6,507 $6,507 $6,507 $6,507 $6,507 $6,507 Vehicle Expense $2,375 $2,375 $2,375 $2,375 $2,375 $2,375 $2,375 $2,375 $2,375 $2,375 $2,375 $2,375 Tools & Equipment $300 $300 $300 $300 $300 $300 $300 $300 $300 $300 $300 $300 Network Occupancy $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Computer $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Switching Expense $3,027 $3,031 $3,033 $3,036 $3,040 $3,042 $3,045 $3,049 $3,051 $3,055 $3,057 $3,060 Access Node Expense $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Network Maintenance $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Trunk Expense $5,416 $5,416 $5,416 $5,416 $5,416 $5,416 $5,416 $5,416 $5,416 $5,416 $5,416 $5,416 Number Portability $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Local Interconnection $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Internet Transport $2,400 $2,400 $2,400 $2,400 $2,400 $2,400 $2,400 $2,400 $2,400 $2,400 $2,400 $2,400 Engineering $1,751 $1,751 $1,751 $1,751 $1,751 $1,751 $1,751 $1,751 $1,751 $1,751 $1,751 $1,751 Total Facility Based $40,369 $40,373 $40,375 $40,378 $40,382 $40,384 $40,387 $40,391 $40,393 $40,397 $40,399 $40,402

Sales & Marketing and Customer Operations Sales & Marketing Salary, Wages & Commissions $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Sales & Marketing Commissions $0 $65 $65 $65 $65 $65 $65 $65 $65 $65 $66 $66 Benefits and Taxes $0 $23 $23 $23 $23 $23 $23 $23 $23 $23 $23 $23 Customer Operations Salary & Wages $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Advertising & Marketing $500 $500 $500 $500 $500 $500 $500 $500 $500 $500 $500 $500 Billing $2,128 $2,128 $2,128 $2,132 $2,132 $2,136 $2,138 $2,138 $2,140 $2,142 $2,144 $2,144 Total Commercial & Marketing $2,628 $2,716 $2,716 $2,720 $2,720 $2,724 $2,726 $2,726 $2,728 $2,730 $2,733 $2,733

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 35 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Telecommunications Revenue & Expenses (Cont.)

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

General & Administrative Executive Administration Salary & Wages $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Operations Salary & Wages $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Benefits and Taxes $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Travel $206 $206 $206 $206 $206 $206 $206 $206 $206 $206 $206 $206 Audit Fees and Accounting $1,545 $1,545 $1,545 $1,545 $1,545 $1,545 $1,545 $1,545 $1,545 $1,545 $1,545 $1,545 Occupancy Expense $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Telecommunications Expense $206 $206 $206 $206 $206 $206 $206 $206 $206 $206 $206 $206 Property Insurance $155 $155 $155 $155 $155 $155 $155 $155 $155 $155 $155 $155 Liability Insurance $155 $155 $155 $155 $155 $155 $155 $155 $155 $155 $155 $155 General Expense $103 $103 $103 $103 $103 $103 $103 $103 $103 $103 $103 $103 Corporate Services $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 General Accounting $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Human Resources $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Legal Expense $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 Consultants $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Other Gen & Admin $300 $300 $300 $300 $300 $2,300 $300 $300 $300 $300 $300 $300 Total Administrative $4,169 $4,169 $4,169 $4,169 $4,169 $6,169 $4,169 $4,169 $4,169 $4,169 $4,169 $4,169 Franchise Fees $8,856 $8,864 $8,874 $8,882 $8,894 $8,901 $8,905 $8,921 $8,927 $8,939 $8,944 $8,951 Sales Tax $10,628 $10,637 $10,648 $10,658 $10,673 $10,681 $10,686 $10,705 $10,712 $10,727 $10,733 $10,741 Telecommunications Tax $8,486 $8,478 $8,471 $8,463 $8,459 $8,546 $8,534 $8,531 $8,521 $8,515 $8,504 $8,494 Reimbursement $7,508 $7,537 $7,562 $7,587 $7,610 $7,633 $7,659 $7,680 $7,704 $7,725 $7,749 $7,772 Total Telecommunications Expenses $87,371 $87,505 $87,546 $87,593 $87,648 $89,778 $87,807 $87,874 $87,905 $87,956 $87,990 $88,026

Total Telecommunications Operating Income $115,804 $115,837 $115,994 $116,125 $116,340 $114,432 $116,489 $116,767 $116,860 $117,066 $117,133 $117,239

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 36 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Broadband Services Salary and Wage Variables Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Operations Management Vice President Operations $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Director of Operations $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Total Executive Expenses $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Engineering Engineers $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Technician $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Engineering Total $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Switching Switch Manager $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Switch Technicians $4,636.93 $4,636.93 $4,636.93 $4,636.93 $4,636.93 $4,636.93 $4,636.93 $4,636.93 $4,636.93 $4,636.93 $4,636.93 $4,636.93 Overtime $695.54 $695.54 $695.54 $695.54 $695.54 $695.54 $695.54 $695.54 $695.54 $695.54 $695.54 $695.54 Switch Total $5,332.47 $5,332.47 $5,332.47 $5,332.47 $5,332.47 $5,332.47 $5,332.47 $5,332.47 $5,332.47 $5,332.47 $5,332.47 $5,332.47 Field Services Supervisor $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Field Techs $8,054.07 $8,054.07 $8,054.07 $8,054.07 $8,054.07 $8,054.07 $8,054.07 $8,054.07 $8,054.07 $8,054.07 $8,054.07 $8,054.07 Overtime $1,208.11 $1,208.11 $1,208.11 $1,208.11 $1,208.11 $1,208.11 $1,208.11 $1,208.11 $1,208.11 $1,208.11 $1,208.11 $1,208.11 Field Services Total $9,262.18 $9,262.18 $9,262.18 $9,262.18 $9,262.18 $9,262.18 $9,262.18 $9,262.18 $9,262.18 $9,262.18 $9,262.18 $9,262.18 Customer Provisioning Supervisor $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Customer Provisioning Reps $3,075.52 $3,075.52 $3,075.52 $3,075.52 $3,075.52 $3,075.52 $3,075.52 $3,075.52 $3,075.52 $3,075.52 $3,075.52 $3,075.52 Overtime $922.65 $922.65 $922.65 $922.65 $922.65 $922.65 $922.65 $922.65 $922.65 $922.65 $922.65 $922.65 Customer Provisioning Total $3,998.17 $3,998.17 $3,998.17 $3,998.17 $3,998.17 $3,998.17 $3,998.17 $3,998.17 $3,998.17 $3,998.17 $3,998.17 $3,998.17 Sales & Marketing Director $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 SAM's $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 AM's $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Tech Consultant $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Marketing Specialist $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Bridge payments $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Sales & Marketing $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Customer Operations Manager $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Specialist $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Total Customer Operations $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Executive Administration Senior Vice President $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Financial Manager $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Total Administration $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Total Salaries & Wages $18,592.82 $18,592.82 $18,592.82 $18,592.82 $18,592.82 $18,592.82 $18,592.82 $18,592.82 $18,592.82 $18,592.82 $18,592.82 $18,592.82 Commissions $0.00 $64.98 $65.04 $65.11 $65.17 $65.24 $65.30 $65.37 $65.43 $65.50 $65.57 $65.63 Broadband Services Total Salaries, Wages & Commissions $18,592.82 $18,657.79 $18,657.86 $18,657.93 $18,657.99 $18,658.06 $18,658.12 $18,658.19 $18,658.25 $18,658.32 $18,658.38 $18,658.45

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 37 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Broadband Servies Salary and Wage Variables (Cont.)

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Network operations Vp Operations $13,802.00 $13,802.00 $13,802.00 $13,802.00 $13,802.00 $13,802.00 $13,802.00 $13,802.00 $13,802.00 $13,802.00 $13,802.00 $13,802.00 Director $8,652.00 $8,652.00 $8,652.00 $8,652.00 $8,652.00 $8,652.00 $8,652.00 $8,652.00 $8,652.00 $8,652.00 $8,652.00 $8,652.00 Engineers $5,621.77 $5,621.77 $5,621.77 $5,621.77 $5,621.77 $5,621.77 $5,621.77 $5,621.77 $5,621.77 $5,621.77 $5,621.77 $5,621.77 Technician $3,862.50 $3,750.00 $3,750.00 $3,750.00 $3,750.00 $3,750.00 $3,750.00 $3,750.00 $3,750.00 $3,750.00 $3,750.00 $3,750.00

Switch Mngr $7,336.18 $7,336.18 $7,336.18 $7,336.18 $7,336.18 $7,336.18 $7,336.18 $7,336.18 $7,336.18 $7,336.18 $7,336.18 $7,336.18 Switch Techs $4,636.93 $4,636.93 $4,636.93 $4,636.93 $4,636.93 $4,636.93 $4,636.93 $4,636.93 $4,636.93 $4,636.93 $4,636.93 $4,636.93 Overtime $695.54 $695.54 $695.54 $695.54 $695.54 $695.54 $695.54 $695.54 $695.54 $695.54 $695.54 $695.54 Total switching

Supervisor $5,650.84 $5,650.84 $5,650.84 $5,650.84 $5,650.84 $5,650.84 $5,650.84 $5,650.84 $5,650.84 $5,650.84 $5,650.84 $5,650.84 Field Techs $4,027.03 $4,027.03 $4,027.03 $4,027.03 $4,027.03 $4,027.03 $4,027.03 $4,027.03 $4,027.03 $4,027.03 $4,027.03 $4,027.03 Overtime $604.05 $604.05 $604.05 $604.05 $604.05 $604.05 $604.05 $604.05 $604.05 $604.05 $604.05 $604.05 Total Field Services

Supervisor $4,116.46 $4,116.46 $4,116.46 $4,116.46 $4,116.46 $4,116.46 $4,116.46 $4,116.46 $4,116.46 $4,116.46 $4,116.46 $4,116.46 Reps $3,075.52 $3,075.52 $3,075.52 $3,075.52 $3,075.52 $3,075.52 $3,075.52 $3,075.52 $3,075.52 $3,075.52 $3,075.52 $3,075.52 Overtime $461.33 $461.33 $461.33 $461.33 $461.33 $461.33 $461.33 $461.33 $461.33 $461.33 $461.33 $461.33 Total Provisioning

Sales & Marketing Director $12,128.25 $12,128.25 $12,128.25 $12,128.25 $12,128.25 $12,128.25 $12,128.25 $12,128.25 $12,128.25 $12,128.25 $12,128.25 $12,128.25 Sr Acct Mngr $5,632.81 $5,632.81 $5,632.81 $5,632.81 $5,632.81 $5,632.81 $5,632.81 $5,632.81 $5,632.81 $5,632.81 $5,632.81 $5,632.81 Acct Mngr $3,605.00 $3,605.00 $3,605.00 $3,605.00 $3,605.00 $3,605.00 $3,605.00 $3,605.00 $3,605.00 $3,605.00 $3,605.00 $3,605.00 Tech Consult $5,858.13 $5,858.13 $5,858.13 $5,858.13 $5,858.13 $5,858.13 $5,858.13 $5,858.13 $5,858.13 $5,858.13 $5,858.13 $5,858.13 Specialist $3,605.00 $3,605.00 $3,605.00 $3,605.00 $3,605.00 $3,605.00 $3,605.00 $3,605.00 $3,605.00 $3,605.00 $3,605.00 $3,605.00 Bridge Payments $3,090.00 $3,090.00 $3,090.00 $3,090.00 $3,090.00 $3,090.00 $3,090.00 $3,090.00 $3,090.00 $3,090.00 $3,090.00 $3,090.00

Customer Operations Manager $6,180.00 $6,180.00 $6,180.00 $6,180.00 $6,180.00 $6,180.00 $6,180.00 $6,180.00 $6,180.00 $6,180.00 $6,180.00 $6,180.00 Specialist $3,004.17 $3,004.17 $3,004.17 $3,004.17 $3,004.17 $3,004.17 $3,004.17 $3,004.17 $3,004.17 $3,004.17 $3,004.17 $3,004.17

Administration Sr VP $15,432.83 $15,432.83 $15,432.83 $15,432.83 $15,432.83 $15,432.83 $15,432.83 $15,432.83 $15,432.83 $15,432.83 $15,432.83 $15,432.83 Fin Mngr $5,665.00 $5,665.00 $5,665.00 $5,665.00 $5,665.00 $5,665.00 $5,665.00 $5,665.00 $5,665.00 $5,665.00 $5,665.00 $5,665.00

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 38 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Broadband Salary and Wage Variables (Cont.)

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24 Telecommunications Service Employees Switch Techs 111111111111 Field Techs 222222222222 Provisioning Reps 111111111111 Total Telecommunications Employees 555555555555

Cable Service Employees General Managers 000000000000 Office Manager 000000000000 MIS Director 000000000000 Customer Service Representatives 222222222222 Support Staff 111111111111 Technical Manager (s) 111111111111 Headend Technicians 111111111111 Construction Manager/Plant Manager 111111111111 Broadband Service Technicians 222222222222 Installer/Service Technician 222222222222 Contract Installers 011111111111 Marketing and Sales Manager 111111111111 Contract Field Representatives 011111111111 Total 11 13 13 13 13 13 13 13 13 13 13 13

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 49 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Program. Exp. Per Channel - Residential

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Limited Basic Headline News $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WBBM (2) CBS Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WGN (9) Chicago Local Off-Air $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WFLD (32) Fox Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WMAQ (5) Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WCIU (26) IND Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Local Community Channel $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WLS (7) ABC Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WPWR (50) UPN Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WTTW (11) PBS Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WCPX (38) PAX Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 TV Guide Channel $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 WGBO (66) Univision Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WSNS (44) Telemundo Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WYCC (22) PBS Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 TBS $0.2884 $0.2884 $0.2884 $0.2884 $0.2884 $0.2884 $0.2884 $0.2884 $0.2884 $0.2884 $0.2884 $0.2884 Local Govt/Educational/Public Access Channel $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Total Limited Basic $0.3914 $0.3914 $0.3914 $0.3914 $0.3914 $0.3914 $0.3914 $0.3914 $0.3914 $0.3914 $0.3914 $0.3914

Standard Basic A & E $0.2421 $0.2421 $0.2421 $0.2421 $0.2421 $0.2421 $0.2421 $0.2421 $0.2421 $0.2421 $0.2421 $0.2421 American Movie Classics $0.2627 $0.2627 $0.2627 $0.2627 $0.2627 $0.2627 $0.2627 $0.2627 $0.2627 $0.2627 $0.2627 $0.2627 American's Health Network $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 America's Talking $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 America's Voice Network $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Animal Planet $0.1576 $0.1576 $0.1576 $0.1576 $0.1576 $0.1576 $0.1576 $0.1576 $0.1576 $0.1576 $0.1576 $0.1576 BET $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 BET On Jazz $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Bloomberg Television $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Bravo $0.1674 $0.1674 $0.1674 $0.1674 $0.1674 $0.1674 $0.1674 $0.1674 $0.1674 $0.1674 $0.1674 $0.1674 Cable In the Classroom $0.0036 $0.0036 $0.0036 $0.0036 $0.0036 $0.0036 $0.0036 $0.0036 $0.0036 $0.0036 $0.0036 $0.0036 Cartoon Network $0.1308 $0.1308 $0.1308 $0.1308 $0.1308 $0.1308 $0.1308 $0.1308 $0.1308 $0.1308 $0.1308 $0.1308 CMTV $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 CNBC $0.2163 $0.2163 $0.2163 $0.2163 $0.2163 $0.2163 $0.2163 $0.2163 $0.2163 $0.2163 $0.2163 $0.2163 CNN $0.3945 $0.3945 $0.3945 $0.3945 $0.3945 $0.3945 $0.3945 $0.3945 $0.3945 $0.3945 $0.3945 $0.3945

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 50 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Program. Exp. Per Channel - Residential

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Standard Basic (Cont.) CNNfn $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 CNNSI $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Comedy Central $0.1700 $0.1700 $0.1700 $0.1700 $0.1700 $0.1700 $0.1700 $0.1700 $0.1700 $0.1700 $0.1700 $0.1700 Court TV $0.1442 $0.1442 $0.1442 $0.1442 $0.1442 $0.1442 $0.1442 $0.1442 $0.1442 $0.1442 $0.1442 $0.1442 C-Span $0.0618 $0.0618 $0.0618 $0.0618 $0.0618 $0.0618 $0.0618 $0.0618 $0.0618 $0.0618 $0.0618 $0.0618 C-Span 2 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Discovery $0.3255 $0.3255 $0.3255 $0.3255 $0.3255 $0.3255 $0.3255 $0.3255 $0.3255 $0.3255 $0.3255 $0.3255 Disney $0.8755 $0.8755 $0.8755 $0.8755 $0.8755 $0.8755 $0.8755 $0.8755 $0.8755 $0.8755 $0.8755 $0.8755 Do It Yourself Network $0.0618 $0.0618 $0.0618 $0.0618 $0.0618 $0.0618 $0.0618 $0.0618 $0.0618 $0.0618 $0.0618 $0.0618 E! Entertainment $0.1442 $0.1442 $0.1442 $0.1442 $0.1442 $0.1442 $0.1442 $0.1442 $0.1442 $0.1442 $0.1442 $0.1442 Encore $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Encore MoviePlex $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 ESPN $1.8674 $1.8674 $1.8674 $1.8674 $1.8674 $1.8674 $1.8674 $1.8674 $1.8674 $1.8674 $1.8674 $1.8674 ESPN 2 $0.3863 $0.3863 $0.3863 $0.3863 $0.3863 $0.3863 $0.3863 $0.3863 $0.3863 $0.3863 $0.3863 $0.3863 ESPN News $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 ESPN Classic Sports $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 EWTN $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Fit TV $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 ABC Family Channel $0.1885 $0.1885 $0.1885 $0.1885 $0.1885 $0.1885 $0.1885 $0.1885 $0.1885 $0.1885 $0.1885 $0.1885 Food Network $0.0876 $0.0876 $0.0876 $0.0876 $0.0876 $0.0876 $0.0876 $0.0876 $0.0876 $0.0876 $0.0876 $0.0876 Fox News $0.2271 $0.2271 $0.2271 $0.2271 $0.2271 $0.2271 $0.2271 $0.2271 $0.2271 $0.2271 $0.2271 $0.2271 fX $0.3069 $0.3069 $0.3069 $0.3069 $0.3069 $0.3069 $0.3069 $0.3069 $0.3069 $0.3069 $0.3069 $0.3069 fX Movies (no fX in system) $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Game Show Network $0.1133 $0.1133 $0.1133 $0.1133 $0.1133 $0.1133 $0.1133 $0.1133 $0.1133 $0.1133 $0.1133 $0.1133 Golf Channel $0.2163 $0.2163 $0.2163 $0.2163 $0.2163 $0.2163 $0.2163 $0.2163 $0.2163 $0.2163 $0.2163 $0.2163 Great American Country $0.0361 $0.0361 $0.0361 $0.0361 $0.0361 $0.0361 $0.0361 $0.0361 $0.0361 $0.0361 $0.0361 $0.0361 Headline News (Free with CNN) $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 History Channel $0.1854 $0.1854 $0.1854 $0.1854 $0.1854 $0.1854 $0.1854 $0.1854 $0.1854 $0.1854 $0.1854 $0.1854 Home & Garden TV $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 Home Shopping Network $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Independent Film Channel $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 International Channel $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Inspirational Network $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Lifetime Movie Network $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Open $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 51 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Program. Exp. Per Channel - Residential

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Standard Basic (Cont.) Learning Channel $0.1658 $0.1658 $0.1658 $0.1658 $0.1658 $0.1658 $0.1658 $0.1658 $0.1658 $0.1658 $0.1658 $0.1658 Lifetime $0.2987 $0.2987 $0.2987 $0.2987 $0.2987 $0.2987 $0.2987 $0.2987 $0.2987 $0.2987 $0.2987 $0.2987 Military Channel $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 MSNBC $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 MTV $0.3039 $0.3039 $0.3039 $0.3039 $0.3039 $0.3039 $0.3039 $0.3039 $0.3039 $0.3039 $0.3039 $0.3039 Much Music $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 NASA TV $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 The National Network $0.3193 $0.3193 $0.3193 $0.3193 $0.3193 $0.3193 $0.3193 $0.3193 $0.3193 $0.3193 $0.3193 $0.3193 NET $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Newsport $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Nickelodeon $0.4357 $0.4357 $0.4357 $0.4357 $0.4357 $0.4357 $0.4357 $0.4357 $0.4357 $0.4357 $0.4357 $0.4357 Nostalgia $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Hallmark Channel $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Outdoor Life Network $0.1761 $0.1761 $0.1761 $0.1761 $0.1761 $0.1761 $0.1761 $0.1761 $0.1761 $0.1761 $0.1761 $0.1761 The Outdoor Channel $0.0742 $0.0742 $0.0742 $0.0742 $0.0742 $0.0742 $0.0742 $0.0742 $0.0742 $0.0742 $0.0742 $0.0742 Ovation $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Oxygen $0.2235 $0.2235 $0.2235 $0.2235 $0.2235 $0.2235 $0.2235 $0.2235 $0.2235 $0.2235 $0.2235 $0.2235 Pax Family Network $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Product Information Network (PIN) $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 QVC $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Women's Entertainment (formerly Romance Classics) $0.1442 $0.1442 $0.1442 $0.1442 $0.1442 $0.1442 $0.1442 $0.1442 $0.1442 $0.1442 $0.1442 $0.1442 Sci-Fi Network $0.1648 $0.1648 $0.1648 $0.1648 $0.1648 $0.1648 $0.1648 $0.1648 $0.1648 $0.1648 $0.1648 $0.1648 Speed Channel $0.1761 $0.1761 $0.1761 $0.1761 $0.1761 $0.1761 $0.1761 $0.1761 $0.1761 $0.1761 $0.1761 $0.1761 Fox Sports Midwest $0.7725 $0.7725 $0.7725 $0.7725 $0.7725 $0.7725 $0.7725 $0.7725 $0.7725 $0.7725 $0.7725 $0.7725 Style $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 TBN $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 TBS $0.2884 $0.2884 $0.2884 $0.2884 $0.2884 $0.2884 $0.2884 $0.2884 $0.2884 $0.2884 $0.2884 $0.2884 TNT $0.7416 $0.7416 $0.7416 $0.7416 $0.7416 $0.7416 $0.7416 $0.7416 $0.7416 $0.7416 $0.7416 $0.7416 Toon Disney $0.0927 $0.0927 $0.0927 $0.0927 $0.0927 $0.0927 $0.0927 $0.0927 $0.0927 $0.0927 $0.0927 $0.0927 Travel Channel $0.0721 $0.0721 $0.0721 $0.0721 $0.0721 $0.0721 $0.0721 $0.0721 $0.0721 $0.0721 $0.0721 $0.0721 Turner Classic Movies $0.2266 $0.2266 $0.2266 $0.2266 $0.2266 $0.2266 $0.2266 $0.2266 $0.2266 $0.2266 $0.2266 $0.2266 Turner South $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Tech TV $0.0721 $0.0721 $0.0721 $0.0721 $0.0721 $0.0721 $0.0721 $0.0721 $0.0721 $0.0721 $0.0721 $0.0721 TV Land $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 USA Network $0.4120 $0.4120 $0.4120 $0.4120 $0.4120 $0.4120 $0.4120 $0.4120 $0.4120 $0.4120 $0.4120 $0.4120

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 52 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Program. Exp. Per Channel - Residential

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Standard Basic (Cont.) VH-1 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 Weather Channel $0.1607 $0.1607 $0.1607 $0.1607 $0.1607 $0.1607 $0.1607 $0.1607 $0.1607 $0.1607 $0.1607 $0.1607 WeatherScan $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 SoapNet $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 National Geographic Channel $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 Fine Living $0.1133 $0.1133 $0.1133 $0.1133 $0.1133 $0.1133 $0.1133 $0.1133 $0.1133 $0.1133 $0.1133 $0.1133 Galavision $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Biography (Includes History International) $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Annual Adjustment $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Total Standard Basic $13.4987 $13.4987 $13.4987 $13.4987 $13.4987 $13.4987 $13.4987 $13.4987 $13.4987 $13.4987 $13.4987 $13.4987

Digital Tier Discovery Kids $0.0824 $0.0824 $0.0824 $0.0824 $0.0824 $0.0824 $0.0824 $0.0824 $0.0824 $0.0824 $0.0824 $0.0824 Discovery Science $0.0824 $0.0824 $0.0824 $0.0824 $0.0824 $0.0824 $0.0824 $0.0824 $0.0824 $0.0824 $0.0824 $0.0824 Discovery Home & Leisure $0.0824 $0.0824 $0.0824 $0.0824 $0.0824 $0.0824 $0.0824 $0.0824 $0.0824 $0.0824 $0.0824 $0.0824 Discovery Health $0.0309 $0.0309 $0.0309 $0.0309 $0.0309 $0.0309 $0.0309 $0.0309 $0.0309 $0.0309 $0.0309 $0.0309 Discovery Civilization $0.0309 $0.0309 $0.0309 $0.0309 $0.0309 $0.0309 $0.0309 $0.0309 $0.0309 $0.0309 $0.0309 $0.0309 Discovery People $0.0309 $0.0309 $0.0309 $0.0309 $0.0309 $0.0309 $0.0309 $0.0309 $0.0309 $0.0309 $0.0309 $0.0309 BBC America (Free with The Discovery Channel) $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Much Music $0.1288 $0.1288 $0.1288 $0.1288 $0.1288 $0.1288 $0.1288 $0.1288 $0.1288 $0.1288 $0.1288 $0.1288 Nick 2 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 Noggin $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 Nick Games & Sports $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 WAM! $0.2876 $0.2876 $0.2876 $0.2876 $0.2876 $0.2876 $0.2876 $0.2876 $0.2876 $0.2876 $0.2876 $0.2876 Boomerang $0.0309 $0.0309 $0.0309 $0.0309 $0.0309 $0.0309 $0.0309 $0.0309 $0.0309 $0.0309 $0.0309 $0.0309 CNN fn $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Fox Sportsworld $0.1854 $0.1854 $0.1854 $0.1854 $0.1854 $0.1854 $0.1854 $0.1854 $0.1854 $0.1854 $0.1854 $0.1854 Outdoor Channel $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 MTV 2 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 MTV X Generation $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 BET on Jazz $0.0876 $0.0876 $0.0876 $0.0876 $0.0876 $0.0876 $0.0876 $0.0876 $0.0876 $0.0876 $0.0876 $0.0876 BET Gospel $0.0876 $0.0876 $0.0876 $0.0876 $0.0876 $0.0876 $0.0876 $0.0876 $0.0876 $0.0876 $0.0876 $0.0876 Wisdom Network $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 FamilyNet $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Bloomberg $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Lifetime Movie Network $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 Independent Film Channel $0.1648 $0.1648 $0.1648 $0.1648 $0.1648 $0.1648 $0.1648 $0.1648 $0.1648 $0.1648 $0.1648 $0.1648

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 53 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Program. Exp. Per Channel - Residential Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Digital Tier (Cont.) Style $0.1133 $0.1133 $0.1133 $0.1133 $0.1133 $0.1133 $0.1133 $0.1133 $0.1133 $0.1133 $0.1133 $0.1133 Tech TV $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 VH-1 Classic Rock (Free with VH-1) $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 VH-Country (Free with VH-1) $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 VH-1 Soul (Free with VH-1) $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 SoapNet $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 Inspirational Network $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 National Geographic $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Good Life TV $0.0824 $0.0824 $0.0824 $0.0824 $0.0824 $0.0824 $0.0824 $0.0824 $0.0824 $0.0824 $0.0824 $0.0824 Music Choice (45 Channels of Digital Audio) $0.3914 $0.3914 $0.3914 $0.3914 $0.3914 $0.3914 $0.3914 $0.3914 $0.3914 $0.3914 $0.3914 $0.3914 Biography Channel/History International $0.2163 $0.2163 $0.2163 $0.2163 $0.2163 $0.2163 $0.2163 $0.2163 $0.2163 $0.2163 $0.2163 $0.2163 Annual Programming Adjustment (Five Percent) $0.1727 $0.1727 $0.1727 $0.1727 $0.1727 $0.1727 $0.1727 $0.1727 $0.1727 $0.1727 $0.1727 $0.1727 Total Digital Basic Tier $3.6276 $3.6276 $3.6276 $3.6276 $3.6276 $3.6276 $3.6276 $3.6276 $3.6276 $3.6276 $3.6276 $3.6276

Premium Services HBO Analog Only $8.1679 $8.1679 $8.1679 $8.1679 $8.1679 $8.1679 $8.1679 $8.1679 $8.1679 $8.1679 $8.1679 $8.1679 HBO Digital Group $8.1679 $8.1679 $8.1679 $8.1679 $8.1679 $8.1679 $8.1679 $8.1679 $8.1679 $8.1679 $8.1679 $8.1679 Cinemax Digital Group $4.5835 $4.5835 $4.5835 $4.5835 $4.5835 $4.5835 $4.5835 $4.5835 $4.5835 $4.5835 $4.5835 $4.5835 Showtime Digital Group $6.5096 $6.5096 $6.5096 $6.5096 $6.5096 $6.5096 $6.5096 $6.5096 $6.5096 $6.5096 $6.5096 $6.5096 The Movie Channel Digital Group $4.7380 $4.7380 $4.7380 $4.7380 $4.7380 $4.7380 $4.7380 $4.7380 $4.7380 $4.7380 $4.7380 $4.7380 Starz/Encore Group $4.3466 $4.3466 $4.3466 $4.3466 $4.3466 $4.3466 $4.3466 $4.3466 $4.3466 $4.3466 $4.3466 $4.3466 Encore $1.6583 $1.6583 $1.6583 $1.6583 $1.6583 $1.6583 $1.6583 $1.6583 $1.6583 $1.6583 $1.6583 $1.6583 Showtime Digital Combo (Show, TMC, Flix & Sundance) $6.8495 $6.8495 $6.8495 $6.8495 $6.8495 $6.8495 $6.8495 $6.8495 $6.8495 $6.8495 $6.8495 $6.8495 HBO Digital Group/Cinemax Digital Group $10.9489 $10.9489 $10.9489 $10.9489 $10.9489 $10.9489 $10.9489 $10.9489 $10.9489 $10.9489 $10.9489 $10.9489 Digital Basic Tier with Music Choice $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Video on Demand Movies & Events $6.6950 $6.6950 $6.6950 $6.6950 $6.6950 $6.6950 $6.6950 $6.6950 $6.6950 $6.6950 $6.6950 $6.6950 Advertising Sales $1.0300 $1.0300 $1.0300 $1.0300 $1.0300 $1.0300 $1.0300 $1.0300 $1.0300 $1.0300 $1.0300 $1.0300

Pay Per View PPV 1 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 PPV 2 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 PPV 3 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 PPV 4 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 PPV 5 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 PPV 6 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 54 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Program. Exp. Per Channel - Commercial

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Limited Basic Headline News $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WBBM (2) CBS Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WGN (9) Chicago Local Off-Air $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WFLD (32) Fox Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WMAQ (5) Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WCIU (26) IND Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Local Community Channel $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WLS (7) ABC Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WPWR (50) UPN Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WTTW (11) PBS Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WCPX (38) PAX Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 TV Guide Channel $0.0209 $0.0209 $0.0209 $0.0209 $0.0209 $0.0209 $0.0209 $0.0209 $0.0209 $0.0209 $0.0209 $0.0209 WGBO (66) Univision Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WSNS (44) Telemundo Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WYCC (22) PBS Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 TBS $0.0585 $0.0585 $0.0585 $0.0585 $0.0585 $0.0585 $0.0585 $0.0585 $0.0585 $0.0585 $0.0585 $0.0585 Local Govt/Educational/Public Access Channel $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Total Limited Basic $0.0794 $0.0794 $0.0794 $0.0794 $0.0794 $0.0794 $0.0794 $0.0794 $0.0794 $0.0794 $0.0794 $0.0794

Standard Basic A & E $0.0491 $0.0491 $0.0491 $0.0491 $0.0491 $0.0491 $0.0491 $0.0491 $0.0491 $0.0491 $0.0491 $0.0491 American Movie Classics $0.0533 $0.0533 $0.0533 $0.0533 $0.0533 $0.0533 $0.0533 $0.0533 $0.0533 $0.0533 $0.0533 $0.0533 American's Health Network $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 America's Talking $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 America's Voice Network $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Animal Planet $0.0320 $0.0320 $0.0320 $0.0320 $0.0320 $0.0320 $0.0320 $0.0320 $0.0320 $0.0320 $0.0320 $0.0320 BET $0.0313 $0.0313 $0.0313 $0.0313 $0.0313 $0.0313 $0.0313 $0.0313 $0.0313 $0.0313 $0.0313 $0.0313 BET On Jazz $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Bloomberg Television $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Bravo $0.0340 $0.0340 $0.0340 $0.0340 $0.0340 $0.0340 $0.0340 $0.0340 $0.0340 $0.0340 $0.0340 $0.0340 Cable In the Classroom $0.0089 $0.0089 $0.0089 $0.0089 $0.0089 $0.0089 $0.0089 $0.0089 $0.0089 $0.0089 $0.0089 $0.0089 Cartoon Network $0.0265 $0.0265 $0.0265 $0.0265 $0.0265 $0.0265 $0.0265 $0.0265 $0.0265 $0.0265 $0.0265 $0.0265 CMTV $0.0209 $0.0209 $0.0209 $0.0209 $0.0209 $0.0209 $0.0209 $0.0209 $0.0209 $0.0209 $0.0209 $0.0209 CNBC $0.0439 $0.0439 $0.0439 $0.0439 $0.0439 $0.0439 $0.0439 $0.0439 $0.0439 $0.0439 $0.0439 $0.0439 CNN $0.0800 $0.0800 $0.0800 $0.0800 $0.0800 $0.0800 $0.0800 $0.0800 $0.0800 $0.0800 $0.0800 $0.0800 Open $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 55 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Program. Exp. Per Channel - Commercial

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Standard Basic (Cont.) CNNfn $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 CNNSI $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Comedy Central $0.0345 $0.0345 $0.0345 $0.0345 $0.0345 $0.0345 $0.0345 $0.0345 $0.0345 $0.0345 $0.0345 $0.0345 Court TV $0.0293 $0.0293 $0.0293 $0.0293 $0.0293 $0.0293 $0.0293 $0.0293 $0.0293 $0.0293 $0.0293 $0.0293 C-Span $0.0125 $0.0125 $0.0125 $0.0125 $0.0125 $0.0125 $0.0125 $0.0125 $0.0125 $0.0125 $0.0125 $0.0125 C-Span 2 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Discovery $0.0660 $0.0660 $0.0660 $0.0660 $0.0660 $0.0660 $0.0660 $0.0660 $0.0660 $0.0660 $0.0660 $0.0660 Disney $0.1776 $0.1776 $0.1776 $0.1776 $0.1776 $0.1776 $0.1776 $0.1776 $0.1776 $0.1776 $0.1776 $0.1776 Do It Yourself Network $0.0125 $0.0125 $0.0125 $0.0125 $0.0125 $0.0125 $0.0125 $0.0125 $0.0125 $0.0125 $0.0125 $0.0125 E! Entertainment $0.0293 $0.0293 $0.0293 $0.0293 $0.0293 $0.0293 $0.0293 $0.0293 $0.0293 $0.0293 $0.0293 $0.0293 Encore $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Encore MoviePlex $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 ESPN $0.3789 $0.3789 $0.3789 $0.3789 $0.3789 $0.3789 $0.3789 $0.3789 $0.3789 $0.3789 $0.3789 $0.3789 ESPN 2 $0.0784 $0.0784 $0.0784 $0.0784 $0.0784 $0.0784 $0.0784 $0.0784 $0.0784 $0.0784 $0.0784 $0.0784 ESPN News $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 ESPN Classic Sports $0.0313 $0.0313 $0.0313 $0.0313 $0.0313 $0.0313 $0.0313 $0.0313 $0.0313 $0.0313 $0.0313 $0.0313 EWTN $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Fit TV $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 ABC Family Channel $0.0382 $0.0382 $0.0382 $0.0382 $0.0382 $0.0382 $0.0382 $0.0382 $0.0382 $0.0382 $0.0382 $0.0382 Food Network $0.0178 $0.0178 $0.0178 $0.0178 $0.0178 $0.0178 $0.0178 $0.0178 $0.0178 $0.0178 $0.0178 $0.0178 Fox News $0.0461 $0.0461 $0.0461 $0.0461 $0.0461 $0.0461 $0.0461 $0.0461 $0.0461 $0.0461 $0.0461 $0.0461 fX $0.0623 $0.0623 $0.0623 $0.0623 $0.0623 $0.0623 $0.0623 $0.0623 $0.0623 $0.0623 $0.0623 $0.0623 fX Movies (no fX in system) $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Game Show Network $0.0230 $0.0230 $0.0230 $0.0230 $0.0230 $0.0230 $0.0230 $0.0230 $0.0230 $0.0230 $0.0230 $0.0230 Golf Channel $0.0439 $0.0439 $0.0439 $0.0439 $0.0439 $0.0439 $0.0439 $0.0439 $0.0439 $0.0439 $0.0439 $0.0439 Great American Country $0.0073 $0.0073 $0.0073 $0.0073 $0.0073 $0.0073 $0.0073 $0.0073 $0.0073 $0.0073 $0.0073 $0.0073 Headline News (Free with CNN) $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 History Channel $0.0376 $0.0376 $0.0376 $0.0376 $0.0376 $0.0376 $0.0376 $0.0376 $0.0376 $0.0376 $0.0376 $0.0376 Home & Garden TV $0.0313 $0.0313 $0.0313 $0.0313 $0.0313 $0.0313 $0.0313 $0.0313 $0.0313 $0.0313 $0.0313 $0.0313 Home Shopping Network $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Independent Film Channel $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 International Channel $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Inspirational Network $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Lifetime Movie Network $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Open $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 56 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Program. Exp. Per Channel - Commercial

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Standard Basic (Cont.) Military Channel $0.0336 $0.0336 $0.0336 $0.0336 $0.0336 $0.0336 $0.0336 $0.0336 $0.0336 $0.0336 $0.0336 $0.0336 MSNBC $0.0606 $0.0606 $0.0606 $0.0606 $0.0606 $0.0606 $0.0606 $0.0606 $0.0606 $0.0606 $0.0606 $0.0606 MTV $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Much Music $0.0272 $0.0272 $0.0272 $0.0272 $0.0272 $0.0272 $0.0272 $0.0272 $0.0272 $0.0272 $0.0272 $0.0272 NASA TV $0.0617 $0.0617 $0.0617 $0.0617 $0.0617 $0.0617 $0.0617 $0.0617 $0.0617 $0.0617 $0.0617 $0.0617 The National Network $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 NET $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Newsport $0.0648 $0.0648 $0.0648 $0.0648 $0.0648 $0.0648 $0.0648 $0.0648 $0.0648 $0.0648 $0.0648 $0.0648 Nickelodeon $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Nostalgia $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Hallmark Channel $0.0884 $0.0884 $0.0884 $0.0884 $0.0884 $0.0884 $0.0884 $0.0884 $0.0884 $0.0884 $0.0884 $0.0884 Outdoor Life Network $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 The Outdoor Channel $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Ovation $0.0357 $0.0357 $0.0357 $0.0357 $0.0357 $0.0357 $0.0357 $0.0357 $0.0357 $0.0357 $0.0357 $0.0357 Oxygen $0.0150 $0.0150 $0.0150 $0.0150 $0.0150 $0.0150 $0.0150 $0.0150 $0.0150 $0.0150 $0.0150 $0.0150 Pax Family Network $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Product Information Network (PIN) $0.0453 $0.0453 $0.0453 $0.0453 $0.0453 $0.0453 $0.0453 $0.0453 $0.0453 $0.0453 $0.0453 $0.0453 QVC $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Women's Entertainment (formerly Romance Classics) $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Sci-Fi Network $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Speed Channel $0.0293 $0.0293 $0.0293 $0.0293 $0.0293 $0.0293 $0.0293 $0.0293 $0.0293 $0.0293 $0.0293 $0.0293 Fox Sports Midwest $0.0334 $0.0334 $0.0334 $0.0334 $0.0334 $0.0334 $0.0334 $0.0334 $0.0334 $0.0334 $0.0334 $0.0334 Style $0.0357 $0.0357 $0.0357 $0.0357 $0.0357 $0.0357 $0.0357 $0.0357 $0.0357 $0.0357 $0.0357 $0.0357 TBN $0.1567 $0.1567 $0.1567 $0.1567 $0.1567 $0.1567 $0.1567 $0.1567 $0.1567 $0.1567 $0.1567 $0.1567 TBS $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 TNT $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Toon Disney $0.0585 $0.0585 $0.0585 $0.0585 $0.0585 $0.0585 $0.0585 $0.0585 $0.0585 $0.0585 $0.0585 $0.0585 Travel Channel $0.1505 $0.1505 $0.1505 $0.1505 $0.1505 $0.1505 $0.1505 $0.1505 $0.1505 $0.1505 $0.1505 $0.1505 Turner Classic Movies $0.0188 $0.0188 $0.0188 $0.0188 $0.0188 $0.0188 $0.0188 $0.0188 $0.0188 $0.0188 $0.0188 $0.0188 Turner South $0.0146 $0.0146 $0.0146 $0.0146 $0.0146 $0.0146 $0.0146 $0.0146 $0.0146 $0.0146 $0.0146 $0.0146 Tech TV $0.0460 $0.0460 $0.0460 $0.0460 $0.0460 $0.0460 $0.0460 $0.0460 $0.0460 $0.0460 $0.0460 $0.0460 TV Land $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 USA Network $0.0146 $0.0146 $0.0146 $0.0146 $0.0146 $0.0146 $0.0146 $0.0146 $0.0146 $0.0146 $0.0146 $0.0146 VH-1 $0.0209 $0.0209 $0.0209 $0.0209 $0.0209 $0.0209 $0.0209 $0.0209 $0.0209 $0.0209 $0.0209 $0.0209 Weather Channel $0.0836 $0.0836 $0.0836 $0.0836 $0.0836 $0.0836 $0.0836 $0.0836 $0.0836 $0.0836 $0.0836 $0.0836

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 57 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Program. Exp. Per Channel - Commercial

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Standard Basic (Cont.) VH-1 $0.0272 $0.0272 $0.0272 $0.0272 $0.0272 $0.0272 $0.0272 $0.0272 $0.0272 $0.0272 $0.0272 $0.0272 Weather Channel $0.0326 $0.0326 $0.0326 $0.0326 $0.0326 $0.0326 $0.0326 $0.0326 $0.0326 $0.0326 $0.0326 $0.0326 WeatherScan $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 SoapNet $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 National Geographic Channel $0.0313 $0.0313 $0.0313 $0.0313 $0.0313 $0.0313 $0.0313 $0.0313 $0.0313 $0.0313 $0.0313 $0.0313 Fine Living $0.0230 $0.0230 $0.0230 $0.0230 $0.0230 $0.0230 $0.0230 $0.0230 $0.0230 $0.0230 $0.0230 $0.0230 Galavision $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Biography (Includes History International) $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Total Standard Basic $2.7470 $2.7470 $2.7470 $2.7470 $2.7470 $2.7470 $2.7470 $2.7470 $2.7470 $2.7470 $2.7470 $2.7470

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 58 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Program. Exp. Per Channel - Commercial

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Premium Services HBO Analog Only $1.6573 $1.6573 $1.6573 $1.6573 $1.6573 $1.6573 $1.6573 $1.6573 $1.6573 $1.6573 $1.6573 $1.6573

Pay Per View PPV 1 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 PPV 2 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 PPV 3 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 PPV 4 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 PPV 5 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 59 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Programming Expense - Residential

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Limited Basic Headline News $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WBBM (2) CBS Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WGN (9) Chicago Local Off-Air $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WCIU (26) IND Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WPWR (50) UPN Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WTTW (11) PBS Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WCPX (38) PAX Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 TV Guide Channel $278.91 $279.05 $279.33 $279.61 $279.89 $280.17 $280.45 $280.73 $281.01 $281.29 $281.57 $281.85 WGBO (66) Univision Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WSNS (44) Telemundo Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WYCC (22) PBS Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 TBS $780.95 $781.34 $782.12 $782.90 $783.69 $784.47 $785.25 $786.04 $786.83 $787.61 $788.40 $789.19 Local Govt/Educational/Public Access Channel $780.95 $781.34 $782.12 $782.90 $783.69 $784.47 $785.25 $786.04 $786.83 $787.61 $788.40 $789.19 Total Limited Basic $1,840.81 $1,841.73 $1,843.57 $1,845.41 $1,847.26 $1,849.11 $1,850.96 $1,852.81 $1,854.66 $1,856.52 $1,858.37 $1,860.23

Standard Basic A & E $635.78 $636.09 $636.73 $637.37 $638.00 $638.64 $639.28 $639.92 $640.56 $641.20 $641.84 $642.48 American Movie Classics $689.89 $690.23 $690.92 $691.61 $692.30 $693.00 $693.69 $694.38 $695.08 $695.77 $696.47 $697.16 American's Health Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 America's Talking $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 America's Voice Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Animal Planet $413.93 $414.14 $414.55 $414.97 $415.38 $415.80 $416.21 $416.63 $417.05 $417.46 $417.88 $418.30 BET $405.81 $406.02 $406.42 $406.83 $407.24 $407.64 $408.05 $408.46 $408.87 $409.28 $409.69 $410.10 BET On Jazz $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Bloomberg Television $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Bravo $439.63 $439.85 $440.29 $440.73 $441.17 $441.61 $442.06 $442.50 $442.94 $443.38 $443.83 $444.27 Cable In the Classroom $9.58 $9.59 $9.60 $9.61 $9.62 $9.62 $9.63 $9.64 $9.65 $9.66 $9.67 $9.68 Cartoon Network $343.59 $343.76 $344.11 $344.45 $344.79 $345.14 $345.48 $345.83 $346.18 $346.52 $346.87 $347.21 CMTV $270.54 $270.68 $270.95 $271.22 $271.49 $271.76 $272.03 $272.31 $272.58 $272.85 $273.12 $273.40 CNBC $568.14 $568.42 $568.99 $569.56 $570.13 $570.70 $571.27 $571.84 $572.42 $572.99 $573.56 $574.13 CNN $1,036.18 $1,036.70 $1,037.74 $1,038.77 $1,039.81 $1,040.85 $1,041.89 $1,042.93 $1,043.98 $1,045.02 $1,046.07 $1,047.11 CNNfn $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 CNNSI $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Comedy Central $446.40 $446.62 $447.07 $447.51 $447.96 $448.41 $448.86 $449.31 $449.76 $450.20 $450.66 $451.11 Court TV $378.76 $378.95 $379.33 $379.71 $380.09 $380.47 $380.85 $381.23 $381.61 $381.99 $382.37 $382.76 C-Span $162.33 $162.41 $162.57 $162.73 $162.89 $163.06 $163.22 $163.38 $163.55 $163.71 $163.87 $164.04 Discovery $854.92 $855.34 $856.20 $857.06 $857.91 $858.77 $859.63 $860.49 $861.35 $862.21 $863.07 $863.94 Disney $2,299.62 $2,300.77 $2,303.07 $2,305.37 $2,307.68 $2,309.98 $2,312.29 $2,314.61 $2,316.92 $2,319.24 $2,321.56 $2,323.88

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 60 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Programming Expense - Residential

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Standard Basic (Cont.) Do It Yourself Network $162.33 $162.41 $162.57 $162.73 $162.89 $163.06 $163.22 $163.38 $163.55 $163.71 $163.87 $164.04 E! Entertainment $378.76 $378.95 $379.33 $379.71 $380.09 $380.47 $380.85 $381.23 $381.61 $381.99 $382.37 $382.76 Encore $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Encore MoviePlex $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 ESPN $4,904.95 $4,907.40 $4,912.31 $4,917.22 $4,922.14 $4,927.06 $4,931.99 $4,936.92 $4,941.86 $4,946.80 $4,951.74 $4,956.70 ESPN 2 $1,014.54 $1,015.04 $1,016.06 $1,017.08 $1,018.09 $1,019.11 $1,020.13 $1,021.15 $1,022.17 $1,023.19 $1,024.22 $1,025.24 EWTN $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Fit TV $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 ABC Family Channel $495.09 $495.34 $495.84 $496.33 $496.83 $497.33 $497.82 $498.32 $498.82 $499.32 $499.82 $500.32 Food Network $229.96 $230.08 $230.31 $230.54 $230.77 $231.00 $231.23 $231.46 $231.69 $231.92 $232.16 $232.39 Fox News $596.55 $596.85 $597.44 $598.04 $598.64 $599.24 $599.84 $600.44 $601.04 $601.64 $602.24 $602.84 fX $806.22 $806.62 $807.43 $808.24 $809.04 $809.85 $810.66 $811.47 $812.29 $813.10 $813.91 $814.72 fX Movies (no fX in system) $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Game Show Network $297.60 $297.75 $298.04 $298.34 $298.64 $298.94 $299.24 $299.54 $299.84 $300.14 $300.44 $300.74 Golf Channel $568.14 $568.42 $568.99 $569.56 $570.13 $570.70 $571.27 $571.84 $572.42 $572.99 $573.56 $574.13 Great American Country $94.69 $94.74 $94.83 $94.93 $95.02 $95.12 $95.21 $95.31 $95.40 $95.50 $95.59 $95.69 Headline News (Free with CNN) $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 History Channel $486.98 $487.22 $487.71 $488.20 $488.68 $489.17 $489.66 $490.15 $490.64 $491.13 $491.62 $492.12 Home & Garden TV $405.81 $406.02 $406.42 $406.83 $407.24 $407.64 $408.05 $408.46 $408.87 $409.28 $409.69 $410.10 Home Shopping Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Independent Film Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 International Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Inspirational Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Lifetime Movie Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Open $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Learning Channel $435.57 $435.79 $436.23 $436.66 $437.10 $437.54 $437.98 $438.41 $438.85 $439.29 $439.73 $440.17 Lifetime $784.58 $784.97 $785.75 $786.54 $787.32 $788.11 $788.90 $789.69 $790.48 $791.27 $792.06 $792.85 Military Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 MSNBC $351.71 $351.88 $352.23 $352.59 $352.94 $353.29 $353.64 $354.00 $354.35 $354.71 $355.06 $355.42 MTV $798.10 $798.50 $799.30 $800.10 $800.90 $801.70 $802.50 $803.30 $804.11 $804.91 $805.72 $806.52 Much Music $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 NASA TV $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 The National Network $838.68 $839.10 $839.94 $840.78 $841.62 $842.46 $843.31 $844.15 $844.99 $845.84 $846.69 $847.53 NET $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Newsport $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Nickelodeon $1,144.40 $1,144.97 $1,146.11 $1,147.26 $1,148.41 $1,149.56 $1,150.71 $1,151.86 $1,153.01 $1,154.16 $1,155.32 $1,156.47

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 61 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Programming Expense - Residential

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Standard Basic (Cont.) Nostalgia $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Hallmark Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Outdoor Life Network $462.63 $462.86 $463.32 $463.79 $464.25 $464.71 $465.18 $465.64 $466.11 $466.58 $467.04 $467.51 The Outdoor Channel $194.79 $194.89 $195.08 $195.28 $195.47 $195.67 $195.86 $196.06 $196.26 $196.45 $196.65 $196.85 Ovation $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Oxygen $587.08 $587.37 $587.96 $588.55 $589.14 $589.73 $590.31 $590.91 $591.50 $592.09 $592.68 $593.27 Pax Family Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Product Information Network (PIN) $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 QVC $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Women's Entertainment (formerly Romance Classics) $378.76 $378.95 $379.33 $379.71 $380.09 $380.47 $380.85 $381.23 $381.61 $381.99 $382.37 $382.76 Sci-Fi Network $432.87 $433.09 $433.52 $433.95 $434.39 $434.82 $435.26 $435.69 $436.13 $436.56 $437.00 $437.44 Speed Channel $462.63 $462.86 $463.32 $463.79 $464.25 $464.71 $465.18 $465.64 $466.11 $466.58 $467.04 $467.51 Fox Sports Midwest $2,029.07 $2,030.09 $2,032.12 $2,034.15 $2,036.18 $2,038.22 $2,040.26 $2,042.30 $2,044.34 $2,046.39 $2,048.43 $2,050.48 Style $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 TBN $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 TBS $757.52 $757.90 $758.66 $759.42 $760.18 $760.94 $761.70 $762.46 $763.22 $763.98 $764.75 $765.51 TNT $1,947.91 $1,948.88 $1,950.83 $1,952.78 $1,954.74 $1,956.69 $1,958.65 $1,960.61 $1,962.57 $1,964.53 $1,966.50 $1,968.46 Toon Disney $243.49 $243.61 $243.85 $244.10 $244.34 $244.59 $244.83 $245.08 $245.32 $245.57 $245.81 $246.06 Travel Channel $189.38 $189.47 $189.66 $189.85 $190.04 $190.23 $190.42 $190.61 $190.81 $191.00 $191.19 $191.38 Turner Classic Movies $595.19 $595.49 $596.09 $596.68 $597.28 $597.88 $598.48 $599.07 $599.67 $600.27 $600.87 $601.47 Turner South $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Tech TV $189.38 $189.47 $189.66 $189.85 $190.04 $190.23 $190.42 $190.61 $190.81 $191.00 $191.19 $191.38 TV Land $270.54 $270.68 $270.95 $271.22 $271.49 $271.76 $272.03 $272.31 $272.58 $272.85 $273.12 $273.40 USA Network $1,082.17 $1,082.71 $1,083.80 $1,084.88 $1,085.97 $1,087.05 $1,088.14 $1,089.23 $1,090.32 $1,091.41 $1,092.50 $1,093.59 VH-1 $351.71 $351.88 $352.23 $352.59 $352.94 $353.29 $353.64 $354.00 $354.35 $354.71 $355.06 $355.42 Weather Channel $422.05 $422.26 $422.68 $423.10 $423.53 $423.95 $424.37 $424.80 $425.22 $425.65 $426.07 $426.50 WeatherScan $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 SoapNet $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 National Geographic Channel $405.81 $406.02 $406.42 $406.83 $407.24 $407.64 $408.05 $408.46 $408.87 $409.28 $409.69 $410.10 Fine Living $297.60 $297.75 $298.04 $298.34 $298.64 $298.94 $299.24 $299.54 $299.84 $300.14 $300.44 $300.74 Galavision $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Biography (Includes History International) $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 62 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Programming Expense - Residential

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Standard Basic (Cont.) Annual Adjustment $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Total Standard Basic $35,050.33 $35,067.86 $35,102.93 $35,138.03 $35,173.17 $35,208.34 $35,243.55 $35,278.79 $35,314.07 $35,349.39 $35,384.73 $35,420.12

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 63 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Programming Expense - Residential

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Premiums HBO Digital Group $1,769.41 $1,770.29 $1,772.06 $1,773.84 $1,775.61 $1,777.38 $1,779.16 $1,780.94 $1,782.72 $1,784.50 $1,786.29 $1,788.08 Cinemax Digital Group $744.69 $745.06 $745.81 $746.55 $747.30 $748.05 $748.80 $749.54 $750.29 $751.04 $751.80 $752.55 Showtime Digital Group $1,057.63 $1,058.16 $1,059.22 $1,060.27 $1,061.34 $1,062.40 $1,063.46 $1,064.52 $1,065.59 $1,066.65 $1,067.72 $1,068.79 The Movie Channel Digital Group $641.49 $641.81 $642.46 $643.10 $643.74 $644.39 $645.03 $645.68 $646.32 $646.97 $647.61 $648.26 Starz/Encore Group $1,471.25 $1,471.99 $1,473.46 $1,474.93 $1,476.41 $1,477.89 $1,479.36 $1,480.84 $1,482.32 $1,483.81 $1,485.29 $1,486.77 Flix Group $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Independent Film Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Sundance Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Showtime Digital Combo (Show, TMC, Flix & Sundance) $2,782.13 $2,783.52 $2,786.31 $2,789.09 $2,791.88 $2,794.67 $2,797.47 $2,800.27 $2,803.07 $2,805.87 $2,808.68 $2,811.48 HBO Digital Group/Cinemax Digital Group $1,482.41 $1,483.15 $1,484.63 $1,486.12 $1,487.60 $1,489.09 $1,490.58 $1,492.07 $1,493.56 $1,495.06 $1,496.55 $1,498.05 Sundance, Flix, Independent Film Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Digital Basic Tier with Music Choice $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Video on Demand Movies & Events $1,994.21 $1,995.21 $1,997.20 $1,999.20 $2,001.20 $2,003.20 $2,005.20 $2,007.21 $2,009.22 $2,011.22 $2,013.24 $2,015.25 Advertising Sales $2,789.10 $2,790.50 $2,793.29 $2,796.08 $2,798.88 $2,801.68 $2,804.48 $2,807.28 $2,810.09 $2,812.90 $2,815.71 $2,818.53 Open $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Open $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Open $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Total $14,732.33 $14,739.70 $14,754.44 $14,769.19 $14,783.96 $14,798.74 $14,813.54 $14,828.36 $14,843.18 $14,858.03 $14,872.89 $14,887.76

Pay Per View PPV 1 $361.05 $361.23 $361.59 $361.95 $362.31 $362.68 $363.04 $363.40 $363.77 $364.13 $364.49 $364.86 PPV 2 $361.05 $361.23 $361.59 $361.95 $362.31 $362.68 $363.04 $363.40 $363.77 $364.13 $364.49 $364.86 PPV 3 $361.05 $361.23 $361.59 $361.95 $362.31 $362.68 $363.04 $363.40 $363.77 $364.13 $364.49 $364.86 PPV 4 $361.05 $361.23 $361.59 $361.95 $362.31 $362.68 $363.04 $363.40 $363.77 $364.13 $364.49 $364.86 PPV 5 $361.05 $361.23 $361.59 $361.95 $362.31 $362.68 $363.04 $363.40 $363.77 $364.13 $364.49 $364.86 PPV 6 $361.05 $361.23 $361.59 $361.95 $362.31 $362.68 $363.04 $363.40 $363.77 $364.13 $364.49 $364.86 Open $361.05 $361.23 $361.59 $361.95 $362.31 $362.68 $363.04 $363.40 $363.77 $364.13 $364.49 $364.86 Open $361.05 $361.23 $361.59 $361.95 $362.31 $362.68 $363.04 $363.40 $363.77 $364.13 $364.49 $364.86 Open $361.05 $361.23 $361.59 $361.95 $362.31 $362.68 $363.04 $363.40 $363.77 $364.13 $364.49 $364.86 Total $3,249.44 $3,251.07 $3,254.32 $3,257.57 $3,260.83 $3,264.09 $3,267.36 $3,270.62 $3,273.89 $3,277.17 $3,280.44 $3,283.72

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 64 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Programming Expense - Commercial

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Limited Basic Headline News $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WBBM (2) CBS Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WGN (9) Chicago Local Off-Air $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WFLD (32) Fox Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WMAQ (5) Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WCIU (26) IND Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Local Community Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WLS (7) ABC Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WPWR (50) UPN Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WTTW (11) PBS Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WCPX (38) PAX Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 TV Guide Channel $2.01 $2.01 $2.01 $2.02 $2.02 $2.02 $2.02 $2.02 $2.03 $2.03 $2.03 $2.03 WGBO (66) Univision Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WSNS (44) Telemundo Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WYCC (22) PBS Chicago $7.64 $7.65 $7.66 $7.66 $7.67 $7.68 $7.69 $7.69 $7.70 $7.71 $7.72 $7.73 TBS $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Local Govt/Educational/Public Access Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Total Limited Basic $2.01 $2.01 $2.01 $2.02 $2.02 $2.02 $2.02 $2.02 $2.03 $2.03 $2.03 $2.03

Standard Basic A & E $4.73 $4.73 $4.73 $4.74 $4.74 $4.75 $4.75 $4.76 $4.76 $4.77 $4.77 $4.78 American Movie Classics $5.13 $5.13 $5.14 $5.14 $5.15 $5.15 $5.16 $5.16 $5.17 $5.17 $5.18 $5.18 American's Health Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 America's Talking $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 America's Voice Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Animal Planet $3.08 $3.08 $3.08 $3.09 $3.09 $3.09 $3.09 $3.10 $3.10 $3.10 $3.11 $3.11 BET $3.02 $3.02 $3.02 $3.03 $3.03 $3.03 $3.03 $3.04 $3.04 $3.04 $3.05 $3.05 BET On Jazz $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Bloomberg Television $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Bravo $3.27 $3.27 $3.27 $3.28 $3.28 $3.28 $3.29 $3.29 $3.29 $3.30 $3.30 $3.30 Cable In the Classroom $0.86 $0.86 $0.86 $0.86 $0.86 $0.86 $0.86 $0.86 $0.86 $0.86 $0.86 $0.86 Cartoon Network $2.55 $2.56 $2.56 $2.56 $2.56 $2.57 $2.57 $2.57 $2.57 $2.58 $2.58 $2.58 CMTV $2.01 $2.01 $2.01 $2.02 $2.02 $2.02 $2.02 $2.02 $2.03 $2.03 $2.03 $2.03 CNBC $4.22 $4.23 $4.23 $4.24 $4.24 $4.24 $4.25 $4.25 $4.26 $4.26 $4.27 $4.27 CNN $7.71 $7.71 $7.72 $7.72 $7.73 $7.74 $7.75 $7.76 $7.76 $7.77 $7.78 $7.79

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva 65 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Programming Expense - Commercial

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Standard Basic (Cont.) CNNfn $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 CNNSI $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Comedy Central $3.32 $3.32 $3.32 $3.33 $3.33 $3.33 $3.34 $3.34 $3.34 $3.35 $3.35 $3.35 Court TV $2.82 $2.82 $2.82 $2.82 $2.83 $2.83 $2.83 $2.83 $2.84 $2.84 $2.84 $2.85 C-Span $1.21 $1.21 $1.21 $1.21 $1.21 $1.21 $1.21 $1.21 $1.22 $1.22 $1.22 $1.22 C-Span 2 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Discovery $6.36 $6.36 $6.37 $6.37 $6.38 $6.39 $6.39 $6.40 $6.41 $6.41 $6.42 $6.42 Disney $17.10 $17.11 $17.13 $17.14 $17.16 $17.18 $17.19 $17.21 $17.23 $17.25 $17.26 $17.28 Do It Yourself Network $1.21 $1.21 $1.21 $1.21 $1.21 $1.21 $1.21 $1.21 $1.22 $1.22 $1.22 $1.22 E! Entertainment $2.82 $2.82 $2.82 $2.82 $2.83 $2.83 $2.83 $2.83 $2.84 $2.84 $2.84 $2.85 Encore $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Encore MoviePlex $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 ESPN $36.47 $36.49 $36.53 $36.56 $36.60 $36.64 $36.67 $36.71 $36.75 $36.78 $36.82 $36.86 ESPN 2 $7.54 $7.55 $7.56 $7.56 $7.57 $7.58 $7.59 $7.59 $7.60 $7.61 $7.62 $7.62 ESPN News $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 ESPN Classic Sports $3.02 $3.02 $3.02 $3.03 $3.03 $3.03 $3.03 $3.04 $3.04 $3.04 $3.05 $3.05 EWTN $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Fit TV $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 ABC Family Channel $3.68 $3.68 $3.69 $3.69 $3.69 $3.70 $3.70 $3.71 $3.71 $3.71 $3.72 $3.72 Food Network $1.71 $1.71 $1.71 $1.71 $1.72 $1.72 $1.72 $1.72 $1.72 $1.72 $1.73 $1.73 Fox News $4.44 $4.44 $4.44 $4.45 $4.45 $4.46 $4.46 $4.46 $4.47 $4.47 $4.48 $4.48 fX $6.00 $6.00 $6.00 $6.01 $6.02 $6.02 $6.03 $6.03 $6.04 $6.05 $6.05 $6.06 fX Movies (no fX in system) $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Game Show Network $2.21 $2.21 $2.22 $2.22 $2.22 $2.22 $2.23 $2.23 $2.23 $2.23 $2.23 $2.24 Golf Channel $4.22 $4.23 $4.23 $4.24 $4.24 $4.24 $4.25 $4.25 $4.26 $4.26 $4.27 $4.27 Great American Country $0.70 $0.70 $0.71 $0.71 $0.71 $0.71 $0.71 $0.71 $0.71 $0.71 $0.71 $0.71 Headline News (Free with CNN) $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 History Channel $3.62 $3.62 $3.63 $3.63 $3.63 $3.64 $3.64 $3.64 $3.65 $3.65 $3.66 $3.66 Home & Garden TV $3.02 $3.02 $3.02 $3.03 $3.03 $3.03 $3.03 $3.04 $3.04 $3.04 $3.05 $3.05 Home Shopping Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Independent Film Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 International Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Inspirational Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Lifetime Movie Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Open $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 66 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Programming Expense - Commercial

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Standard Basic (Cont.) Learning Channel $3.24 $3.24 $3.24 $3.25 $3.25 $3.25 $3.26 $3.26 $3.26 $3.27 $3.27 $3.27 Lifetime $5.83 $5.84 $5.84 $5.85 $5.85 $5.86 $5.87 $5.87 $5.88 $5.88 $5.89 $5.90 Military Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 MSNBC $2.62 $2.62 $2.62 $2.62 $2.62 $2.63 $2.63 $2.63 $2.63 $2.64 $2.64 $2.64 MTV $5.93 $5.94 $5.94 $5.95 $5.96 $5.96 $5.97 $5.97 $5.98 $5.99 $5.99 $6.00 Much Music $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 NASA TV $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 The National Network $6.24 $6.24 $6.25 $6.25 $6.26 $6.26 $6.27 $6.28 $6.28 $6.29 $6.30 $6.30 NET $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Newsport $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Nickelodeon $8.51 $8.51 $8.52 $8.53 $8.54 $8.55 $8.56 $8.57 $8.57 $8.58 $8.59 $8.60 Nostalgia $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Hallmark Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Outdoor Life Network $3.44 $3.44 $3.45 $3.45 $3.45 $3.46 $3.46 $3.46 $3.47 $3.47 $3.47 $3.48 The Outdoor Channel $1.45 $1.45 $1.45 $1.45 $1.45 $1.46 $1.46 $1.46 $1.46 $1.46 $1.46 $1.46 Ovation $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Oxygen $4.37 $4.37 $4.37 $4.38 $4.38 $4.39 $4.39 $4.39 $4.40 $4.40 $4.41 $4.41 Pax Family Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Product Information Network (PIN) $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 QVC $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Women's Entertainment (formerly Romance Classics) $2.82 $2.82 $2.82 $2.82 $2.83 $2.83 $2.83 $2.83 $2.84 $2.84 $2.84 $2.85 Sci-Fi Network $3.22 $3.22 $3.22 $3.23 $3.23 $3.23 $3.24 $3.24 $3.24 $3.25 $3.25 $3.25 Speed Channel $3.44 $3.44 $3.45 $3.45 $3.45 $3.46 $3.46 $3.46 $3.47 $3.47 $3.47 $3.48 Fox Sports Midwest $15.09 $15.10 $15.11 $15.13 $15.14 $15.16 $15.17 $15.19 $15.20 $15.22 $15.23 $15.25 Style $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 TBN $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 TBS $5.63 $5.64 $5.64 $5.65 $5.65 $5.66 $5.66 $5.67 $5.68 $5.68 $5.69 $5.69 TNT $14.48 $14.49 $14.51 $14.52 $14.54 $14.55 $14.56 $14.58 $14.59 $14.61 $14.62 $14.64 Toon Disney $1.81 $1.81 $1.81 $1.82 $1.82 $1.82 $1.82 $1.82 $1.82 $1.83 $1.83 $1.83 Travel Channel $1.41 $1.41 $1.41 $1.41 $1.41 $1.41 $1.42 $1.42 $1.42 $1.42 $1.42 $1.42 Turner Classic Movies $4.43 $4.43 $4.43 $4.44 $4.44 $4.45 $4.45 $4.45 $4.46 $4.46 $4.47 $4.47 Turner South $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Tech TV $1.41 $1.41 $1.41 $1.41 $1.41 $1.41 $1.42 $1.42 $1.42 $1.42 $1.42 $1.42 TV Land $2.01 $2.01 $2.01 $2.02 $2.02 $2.02 $2.02 $2.02 $2.03 $2.03 $2.03 $2.03 USA Network $8.05 $8.05 $8.06 $8.07 $8.08 $8.08 $8.09 $8.10 $8.11 $8.12 $8.12 $8.13

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 67 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Programming Expense - Commercial

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Standard Basic (Cont.) VH-1 $2.62 $2.62 $2.62 $2.62 $2.62 $2.63 $2.63 $2.63 $2.63 $2.64 $2.64 $2.64 Weather Channel $3.14 $3.14 $3.14 $3.15 $3.15 $3.15 $3.16 $3.16 $3.16 $3.17 $3.17 $3.17 WeatherScan $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 SoapNet $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 National Geographic Channel $3.02 $3.02 $3.02 $3.03 $3.03 $3.03 $3.03 $3.04 $3.04 $3.04 $3.05 $3.05 Fine Living $2.21 $2.21 $2.22 $2.22 $2.22 $2.22 $2.23 $2.23 $2.23 $2.23 $2.23 $2.24 Galavision $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Biography (Includes History International) $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Open $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Open $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Open $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Open $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Open $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Annual Adjustment $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Total Standard Basic $264.44 $264.57 $264.83 $265.10 $265.36 $265.63 $265.90 $266.16 $266.43 $266.69 $266.96 $267.23

HBO Analog Only $159.53 $159.61 $159.77 $159.93 $160.09 $160.25 $160.41 $160.57 $160.73 $160.90 $161.06 $161.22 Pay Per View $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 68 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Begin All Services

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Basic 2,708 2,708 2,711 2,713 2,716 2,719 2,721 2,724 2,727 2,730 2,732 2,735 Expanded Basic 2,627 2,627 2,629 2,632 2,635 2,637 2,640 2,642 2,645 2,648 2,650 2,653 Business Basic 555555555555 Line Maintenance Plan 1,760 1,760 1,762 1,764 1,765 1,767 1,769 1,771 1,772 1,774 1,776 1,778 HBO Digital Group 217 217 217 217 217 217 218 218 218 218 219 219 Cinemax Digital Group 162 162 163 163 163 163 163 163 164 164 164 164 Showtime Digital Group 162 162 163 163 163 163 163 163 164 164 164 164 The Movie Channel Digital Group 135 135 136 136 136 136 136 136 136 136 137 137 Starz/Encore Group 338 338 339 339 340 340 340 341 341 341 342 342 Flix Group 000000000000 Independent Film Channel 000000000000 Sundance Channel 000000000000 Showtime Digital Combo (Show, TMC, Flix & Sundance) 406 406 407 407 407 408 408 409 409 409 410 410 HBO Digital Group/Cinemax Digital Group 135 135 136 136 136 136 136 136 136 136 137 137 Sundance, Flix, Independent Film Channel 000000000000 Digital Basic Tier with Music Choice 650 650 651 651 652 652 653 654 654 655 656 656 Video on Demand Movies & Events 298 298 298 298 299 299 299 300 300 300 301 301 Advertising Sales 2,708 2,708 2,711 2,713 2,716 2,719 2,721 2,724 2,727 2,730 2,732 2,735 Open 000000000000 Open 000000000000 Open 000000000000

Commercial Basic 96 96 96 96 97 97 97 97 97 97 97 97 Commercial HBO 19 19 19 19 19 19 19 19 19 19 19 19 Commercial Pay Per View 000000000000

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 69 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Begin All Services (Cont.)

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Standard High Speed Data - Level 1 93 102 110 119 127 136 144 152 160 169 177 185 Silver High Speed Data - Level 2 243 265 287 309 331 353 375 397 418 440 461 483 Gold & Platnimum High Speed Data - Level 3 176 192 208 224 240 256 272 287 303 318 334 349

Standard Business High Speed Data - Level 1 10 10 10 10 10 10 10 10 10 10 10 10 Standard Business High Speed Data - Level 2 19 19 19 19 19 19 19 19 19 19 19 19 Business Plus High Speed Data - Level 1 28 28 28 28 28 28 28 28 28 28 28 28 Business Plus High Speed Data - Level 2 37 37 38 38 38 38 38 38 38 38 38 38 Business Elite High Speed Data - Level 1 47 47 47 47 47 47 47 47 47 47 47 47 Business Elite High Speed Data - Level 2 56 56 56 56 56 56 56 56 56 56 57 57 Direct Business High Speed Data - Level 1 65 65 65 65 66 66 66 66 66 66 66 66 Direct Business High Speed Data - Level 2 75 75 75 75 75 75 75 75 75 75 75 75

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 70 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Add All Services

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Basic 033333333333 Expanded Basic 033333333333 Business Basic 000000000000 Line Maintenance Plan 022222222222 HBO Digital Group 000000000000 Cinemax Digital Group 000000000000 Showtime Digital Group 000000000000 The Movie Channel Digital Group 000000000000 Starz/Encore Group 000000000000 Flix Group 000000000000 Independent Film Channel 000000000000 Sundance Channel 000000000000 Showtime Digital Combo (Show, TMC, Flix & Sundance) 000000000000

Commercial Basic 000000000000 Commercial HBO 000000000000 Commercial Pay Per View 000000000000

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 71 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Add All Services (Cont.)

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Standard High Speed Data - Level 1 000000000000 Silver High Speed Data - Level 2 000000000000 Gold & Platnimum High Speed Data - Level 3 000000000000 High Speed Data - Level 1 - Remarket 999999999999 High Speed Data - Level 2 - Remarket 23 23 23 23 23 23 23 23 23 24 24 24 High Speed Data - Level 3 - Remarket 17 17 17 17 17 17 17 17 17 17 17 17 Total 49 50 50 50 50 50 50 50 50 50 50 50

Standard Business High Speed Data - Level 1 000000000000 Standard Business High Speed Data - Level 2 000000000000 Business Plus High Speed Data - Level 1 000000000000 Business Plus High Speed Data - Level 2 000000000000 Business Elite High Speed Data - Level 1 000000000000 Business Elite High Speed Data - Level 2 000000000000 Direct Business High Speed Data - Level 1 000000000000 Direct Business High Speed Data - Level 2 000000000000 Total 000000000000

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 72 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 End All Services

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Basic 2,708 2,711 2,713 2,716 2,719 2,721 2,724 2,727 2,730 2,732 2,735 2,738 Expanded Basic 2,627 2,629 2,632 2,635 2,637 2,640 2,642 2,645 2,648 2,650 2,653 2,656 Business Basic 555555555555 Line Maintenance Plan 1,760 1,762 1,764 1,765 1,767 1,769 1,771 1,772 1,774 1,776 1,778 1,780 HBO Digital Group 217 217 217 217 217 218 218 218 218 219 219 219 Cinemax Digital Group 162 163 163 163 163 163 163 164 164 164 164 164 Showtime Digital Group 162 163 163 163 163 163 163 164 164 164 164 164 The Movie Channel Digital Group 135 136 136 136 136 136 136 136 136 137 137 137 Starz/Encore Group 338 339 339 340 340 340 341 341 341 342 342 342 Flix Group 000000000000 Independent Film Channel 000000000000 Sundance Channel 000000000000 Showtime Digital Combo (Show, TMC, Flix & Sundance) 406 407 407 407 408 408 409 409 409 410 410 411

Commercial Basic 96 96 96 97 97 97 97 97 97 97 97 97 Commercial HBO 19 19 19 19 19 19 19 19 19 19 19 19 Commercial Pay Per View 000000000000

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 73 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 End All Services (Cont.)

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

High Speed Data - Level 1 Disconnects 111111111111 High Speed Data - Level 2 Disconnects 112222222223 High Speed Data - Level 3 Disconnects 111111122222

High Speed Data - Level 1 Net 102 110 119 127 136 144 152 160 169 177 185 193 High Speed Data - Level 2 Net 265 287 309 331 353 375 397 418 440 461 483 504 High Speed Data - Level 3 Net 192 208 224 240 256 272 287 303 318 334 349 365

Standard Business High Speed Data - Level 1 10 10 10 10 10 10 10 10 10 10 10 10 Standard Business High Speed Data - Level 2 19 19 19 19 19 19 19 19 19 19 19 19 Business Plus High Speed Data - Level 1 28 28 28 28 28 28 28 28 28 28 28 29 Business Plus High Speed Data - Level 2 37 38 38 38 38 38 38 38 38 38 38 38 Business Elite High Speed Data - Level 1 47 47 47 47 47 47 47 47 47 47 47 47 Business Elite High Speed Data - Level 2 56 56 56 56 56 56 56 56 56 57 57 57 Direct Business High Speed Data - Level 1 65 65 65 66 66 66 66 66 66 66 66 66 Direct Business High Speed Data - Level 2 75 75 75 75 75 75 75 75 75 75 75 75 Total Commercial High Speed Data 337 337 338 338 338 339 339 339 340 340 340 341

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 74 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Average All Services

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Basic 2,708 2,709 2,712 2,715 2,717 2,720 2,723 2,726 2,728 2,731 2,734 2,736 Expanded Basic 2,627 2,628 2,631 2,633 2,636 2,638 2,641 2,644 2,646 2,649 2,652 2,654 Business Basic 555555555555 Line Maintenance Plan 1,760 1,761 1,763 1,765 1,766 1,768 1,770 1,772 1,773 1,775 1,777 1,779 HBO Digital Group 217 217 217 217 217 218 218 218 218 218 219 219 Cinemax Digital Group 162 163 163 163 163 163 163 164 164 164 164 164 Showtime Digital Group 162 163 163 163 163 163 163 164 164 164 164 164 The Movie Channel Digital Group 135 135 136 136 136 136 136 136 136 137 137 137 Starz/Encore Group 338 339 339 339 340 340 340 341 341 341 342 342 Flix Group 000000000000 Independent Film Channel 000000000000 Sundance Channel 000000000000 Showtime Digital Combo (Show, TMC, Flix & Sundance) 406 406 407 407 408 408 408 409 409 410 410 410 HBO Digital Group/Cinemax Digital Group 135 135 136 136 136 136 136 136 136 137 137 137 Sundance, Flix, Independent Film Channel 000000000000 Digital Basic Tier with Music Choice 650 650 651 652 652 653 653 654 655 655 656 657 Video on Demand Movies & Events 298 298 298 299 299 299 300 300 300 300 301 301 Advertising Sales 2,708 2,709 2,712 2,715 2,717 2,720 2,723 2,726 2,728 2,731 2,734 2,736 Open 000000000000 Open 000000000000 Open 000000000000

Commercial Basic 96 96 96 97 97 97 97 97 97 97 97 97 Commercial HBO 19 19 19 19 19 19 19 19 19 19 19 19 Commercial Pay Per View 000000000000

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Page: 75 Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Average All Services (Cont.)

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Standard High Speed Data - Level 1 98 106 115 123 131 140 148 156 165 173 181 189 Silver High Speed Data - Level 2 254 276 298 320 342 364 386 407 429 451 472 493 Gold & Platnimum High Speed Data - Level 3 184 200 216 232 248 264 279 295 311 326 342 357 Total 536 582 629 675 721 767 813 859 904 949 995 1,040

Standard Business High Speed Data - Level 1 10 10 10 10 10 10 10 10 10 10 10 10 Standard Business High Speed Data - Level 2 19 19 19 19 19 19 19 19 19 19 19 19 Business Plus High Speed Data - Level 1 28 28 28 28 28 28 28 28 28 28 28 28 Business Plus High Speed Data - Level 2 37 37 38 38 38 38 38 38 38 38 38 38 Business Elite High Speed Data - Level 1 47 47 47 47 47 47 47 47 47 47 47 47 Business Elite High Speed Data - Level 2 56 56 56 56 56 56 56 56 56 57 57 57 Direct Business High Speed Data - Level 1 65 65 65 65 66 66 66 66 66 66 66 66 Direct Business High Speed Data - Level 2 75 75 75 75 75 75 75 75 75 75 75 75 Total 337 337 337 338 338 339 339 339 340 340 340 341

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 1 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Bond Compliance Flow of Funds

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Customer Revenues Video $934,798 $6,210,252 $7,168,074 $7,471,713 $7,714,741 $7,967,182 $8,304,672 $8,578,022 $8,862,010 $9,237,405 Residential High Speed Data $164,484 $1,405,262 $1,903,237 $1,993,411 $2,028,156 $2,064,116 $2,163,840 $2,203,325 $2,244,019 $2,353,980 Commerial Video and High Speed Data $764,684 $2,463,847 $2,313,173 $2,410,835 $2,439,764 $2,469,040 $2,573,293 $2,604,172 $2,635,421 $2,746,709 Telecommunications $769,565 $5,354,355 $6,171,367 $6,480,207 $6,803,544 $7,143,877 $7,500,004 $7,875,568 $8,269,169 $8,682,572

Total Customer Operating Revenues $2,633,530 $15,433,716 $17,555,850 $18,356,166 $18,986,205 $19,644,216 $20,541,809 $21,261,087 $22,010,619 $23,020,666

Customer Operating Expenses Video $1,858,679 $5,163,281 $5,634,973 $5,833,710 $6,034,353 $6,202,741 $6,425,251 $6,620,871 $6,852,074 $7,055,848 Residential High Speed Data $124,954 $548,306 $746,417 $766,114 $780,476 $795,705 $817,624 $833,950 $850,780 $874,864 Commerial Video and High Speed Data $69,872 $413,999 $447,171 $457,982 $470,157 $474,200 $485,691 $489,932 $494,234 $514,546 Telecommunications $584,217 $1,961,760 $2,126,961 $2,208,885 $2,292,915 $2,511,742 $2,607,963 $2,799,958 $2,910,450 $3,168,176

Total Customer Operating Expenses $2,637,722 $8,087,346 $8,955,522 $9,266,690 $9,577,902 $9,984,388 $10,336,529 $10,744,712 $11,107,538 $11,613,434

Net Revenues Before Other Resolution Income & Expenses Video ($923,881) $1,046,971 $1,533,101 $1,638,003 $1,680,388 $1,764,441 $1,879,421 $1,957,151 $2,009,937 $2,181,557 Residential High Speed Data $39,530 $856,957 $1,156,820 $1,227,298 $1,247,680 $1,268,411 $1,346,216 $1,369,375 $1,393,239 $1,479,116 Commerial Video and High Speed Data $694,812 $2,049,848 $1,866,002 $1,952,853 $1,969,607 $1,994,841 $2,087,602 $2,114,239 $2,141,186 $2,232,164 Telecommunications $185,348 $3,392,596 $4,044,406 $4,271,322 $4,510,629 $4,632,135 $4,892,041 $5,075,610 $5,358,719 $5,514,396

Total Net Revenues Before Other O&M Under Resolution ($4,192) $7,346,371 $8,600,328 $9,089,476 $9,408,304 $9,659,828 $10,205,280 $10,516,376 $10,903,082 $11,407,233

Other Income & Expenses Interest Earned $685,325 $189,780 $145,673 $218,898 $279,394 $321,358 $367,483 $422,356 $482,552 $549,280 Other O&M Expenses Under Resolution $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

Net Revenues As Defined By Resolution $681,133 $7,536,150 $8,746,001 $9,308,373 $9,687,697 $9,981,186 $10,572,763 $10,938,732 $11,385,634 $11,956,512

Uses of Net Revenue Debt Service (Defined as Principal and Interest) $1,492,688 $2,985,375 $2,985,375 $4,445,689 $5,906,003 $5,906,003 $5,906,003 $5,906,003 $5,906,003 $5,906,003 Utility Plant Improvement Fund $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Fund Transfer $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

Net Available for Flow of Funds ($811,554) $4,550,775 $5,760,626 $4,862,685 $3,781,695 $4,075,184 $4,666,760 $5,032,729 $5,479,631 $6,050,510

Debt Service Coverage 0.46 2.52 2.93 2.09 1.64 1.69 1.79 1.85 1.93 2.02

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 2 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Customer Summary

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Homes Passed by Service Area Tri-Cities, Illinois 14,798 28,645 28,989 29,337 29,689 30,045 30,406 30,771 31,140 31,514 Phase II Service Area 0 0 00000000 Phase III Service Area 0 0 00000000 Total 14,798 28,645 28,989 29,337 29,689 30,045 30,406 30,771 31,140 31,514

Total Video Customers by Service Area Tri-Cities, Illinois 5,327 10,312 10,436 10,561 10,688 10,816 10,946 11,077 11,210 11,345 Phase II Service Area 0 0 00000000 Phase III Service Area 0 0 00000000 Total 5,327 10,312 10,436 10,561 10,688 10,816 10,946 11,077 11,210 11,345 Video Customers to Homes Passed 36.0% 36.0% 36.0% 36.0% 36.0% 36.0% 36.0% 36.0% 36.0% 36.0%

Total Residential Data Customers Total 923 3,514 3,575 3,639 3,705 3,773 3,844 3,917 3,993 4,071 Residential Data Customer to Homes Passed 6.2% 12.3% 12.3% 12.4% 12.5% 12.6% 12.6% 12.7% 12.8% 12.9%

Residential Telephone Customers in Service Residential Households 1,036 2,005 2,105 2,211 2,321 2,437 2,559 2,687 2,821 2,963 Multiple Dwelling Units 74 143 150 158 166 174 183 192 202 212 Total Residential Telephone Customers in Service 1,110 2,148 2,256 2,369 2,487 2,611 2,742 2,879 3,023 3,174 Residential Telephone Customers to Homes Passed 7.5% 7.5% 7.8% 8.1% 8.4% 8.7% 9.0% 9.4% 9.7% 10.1%

Commercial Customers Passed Tri-Cities, Illinois 2,291 4,434 4,488 4,541 4,596 4,651 4,707 4,763 4,821 4,878 Phase II Service Area 0 0 00000000 Phase III Service Area 0 0 00000000 End Commercial Units Passed 2,291 4,434 4,488 4,541 4,596 4,651 4,707 4,763 4,821 4,878

Commercial Data Customers Total 104 690 781 790 800 809 819 829 839 849 Commercial Data Customer to Units Passed 4.5% 15.6% 17.4% 17.4% 17.4% 17.4% 17.4% 17.4% 17.4% 17.4%

Commercial Telephone Customers in Service Small Business A 115 222 233 244 257 270 283 297 312 328 Small Business B 86 166 175 183 193 202 212 223 234 246 Large Entities 57 111 116 122 128 135 141 149 156 164 Total 258 499 524 550 578 606 637 669 702 737 Commercial Telephone Customers to Units Passed 11.3% 11.3% 11.7% 12.1% 12.6% 13.0% 13.5% 14.0% 14.6% 15.1%

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 3 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Summary (Cont.)

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Average Video Customers by Service Area Tri-Cities, Illinois 2,664 7,820 10,374 10,499 10,625 10,752 10,881 11,012 11,144 11,278 Phase II Service Area 0 0 00000000 Phase III Service Area 0 0 00000000 Total Average Video Customers 2,664 7,820 10,374 10,499 10,625 10,752 10,881 11,012 11,144 11,278

Average Video Customers Percentage by Service Area Tri-Cities, Illinois 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% Phase II Service Area 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Phase III Service Area 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Total Average Video Customers to Homes Passed 18.00% 27.30% 35.79% 35.79% 35.79% 35.79% 35.79% 35.79% 35.79% 35.79%

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 5 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Summary (Cont.)

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Total Plant Miles by Service Area Tri-Cities, Illinois 230.00 445.22 450.56 455.97 461.44 466.98 472.58 478.25 483.99 489.80 Phase II Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase III Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Total Plant Miles 230.00 445.22 450.56 455.97 461.44 466.98 472.58 478.25 483.99 489.80

Plant Miles % Per Service Area Tri-Cities, Illinois 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% Phase II Service Area 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Phase III Service Area 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 13 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Telecommunications Customer Assumptions (Cont.)

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Lines Sold Residential Households 1,243 1,163 121 126 132 140 146 154 161 169 Multiple Dwelling Units 89 83 8 9 10 10 10 11 12 12 Small Business A 458 429 44 47 49 51 54 57 59 62 Small Business B 859 804 83 87 92 96 101 106 112 117 Large Entities 1,432 1,339 139 146 152 161 168 177 186 195 Grand Total Lines Sold 4,081 3,818 395 415 435 458 479 505 530 555

Lines in Service (EOP) Residential Households 1,243 2,406 2,527 2,653 2,785 2,925 3,071 3,225 3,386 3,555 Multiple Dwelling Units 89 172 180 189 199 209 219 230 242 254 Small Business A 458 887 931 978 1,027 1,078 1,132 1,189 1,248 1,310 Small Business B 859 1,663 1,746 1,833 1,925 2,021 2,122 2,228 2,340 2,457 Large Entities 1,432 2,771 2,910 3,056 3,208 3,369 3,537 3,714 3,900 4,095 Grand Total Lines In Service EOP 4,081 7,899 8,294 8,709 9,144 9,602 10,081 10,586 11,116 11,671

Average Lines Residential Households 622 1,825 2,467 2,590 2,719 2,855 2,998 3,148 3,306 3,471 Multiple Dwelling Units 45 131 176 185 194 204 214 225 236 248 Small Business A 229 673 909 955 1,003 1,053 1,105 1,161 1,219 1,279 Small Business B 430 1,261 1,705 1,790 1,879 1,973 2,072 2,175 2,284 2,399 Large Entities 716 2,102 2,841 2,983 3,132 3,289 3,453 3,626 3,807 3,998 Grand Total Average Lines In Service 2,042 5,992 8,098 8,503 8,927 9,374 9,842 10,335 10,852 11,395

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 4 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Summary (Cont.)

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Commercial Customers Passed Begin Commercial Units Passed 0 2,291 4,434 4,488 4,541 4,596 4,651 4,707 4,763 4,821 Tri-Cities, Illinois 2,291 4,434 4,488 4,541 4,596 4,651 4,707 4,763 4,821 4,878 Phase II Service Area 0 0 00000000 Phase III Service Area 0 0 00000000 End Commercial Units Passed 2,291 4,434 4,488 4,541 4,596 4,651 4,707 4,763 4,821 4,878

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 12 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Telecommunications Customer Assumptions

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Customers Sold Residential Households 1,036 969 100 105 111 116 122 128 134 141 Multiple Dwelling Units 74 69 7888991010 Small Business A 115 107 11 12 12 13 13 14 15 16 Small Business B 86 80 8 9 9 10 10 11 11 12 Large Entities 57 54 66667778 Grand Total Customers Sold 1,368 1,280 132 139 146 153 161 169 177 186

Customers in Service - EOP Residential Households 1,036 2,005 2,105 2,211 2,321 2,437 2,559 2,687 2,821 2,963 Multiple Dwelling Units 74 143 150 158 166 174 183 192 202 212 Small Business A 115 222 233 244 257 270 283 297 312 328 Small Business B 86 166 175 183 193 202 212 223 234 246 Large Entities 57 111 116 122 128 135 141 149 156 164 Grand Total Customers In Service EOP 1,368 2,647 2,780 2,919 3,065 3,218 3,379 3,548 3,725 3,911

Average Customers Residential Households 946 2,004 2,055 2,158 2,266 2,379 2,498 2,623 2,754 2,892 Multiple Dwelling Units 68 143 147 154 162 170 178 187 197 207 Small Business A 105 222 227 239 251 263 276 290 305 320 Small Business B 78 166 170 179 188 197 207 218 228 240 Large Entities 52 111 114 119 125 132 138 145 152 160 Grand Total Average Customers 1,249 2,646 2,713 2,849 2,992 3,141 3,297 3,463 3,636 3,819

Average Service Penetration Residential Households 6.39% 7.00% 7.09% 7.36% 7.63% 7.92% 8.22% 8.52% 8.84% 9.18% Multiple Dwelling Units 0.46% 0.50% 0.51% 0.52% 0.55% 0.57% 0.59% 0.61% 0.63% 0.66% Small Business A 4.58% 5.01% 5.06% 5.26% 5.46% 5.65% 5.86% 6.09% 6.33% 6.56% Small Business B 3.40% 3.74% 3.79% 3.94% 4.09% 4.24% 4.40% 4.58% 4.73% 4.92% Large Entities 2.27% 2.50% 2.54% 2.62% 2.72% 2.84% 2.93% 3.04% 3.15% 3.28% Average Residential Service Penetration 6.85% 7.50% 7.60% 7.88% 8.18% 8.48% 8.80% 9.13% 9.48% 9.83% Average Commercial Service Penetration 10.26% 11.25% 11.39% 11.82% 12.27% 12.73% 13.19% 13.71% 14.21% 14.76%

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 22 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Sources and Uses

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Sources Begin Cash on Hand $0 $27,925,259 $9,711,552 $14,593,185 $18,626,245 $21,423,883 $24,498,888 $28,157,074 $32,170,155 $36,618,637 Paid In Capital - Broadband Service Provider $100,000 $0 $0 $0 $0 $0 $0 $0 $0 $0 Revenue Bond Issue Proceeds - Capital Budget $55,235,776 $0 $0 $0 $0 $0 $0 $0 $0 $0 Revenue Bond Issue Proceeds - Capitalized Interest $5,970,750 $0 $0 $0 $0 $0 $0 $0 $0 $0 Cost of Revenue Bond Financing $526,997 $0 $0 $0 $0 $0 $0 $0 $0 $0 Original Issue and Underwriters Discount $781,791 $0 $0 $0 $0 $0 $0 $0 $0 $0 Revenue Bond Financing Insurance $333,105 $0 $0 $0 $0 $0 $0 $0 $0 $0 Excess Revenue Bond Proceeds $1,581 $0 $0 $0 $0 $0 $0 $0 $0 $0 Interest Earned $685,325 $189,780 $145,673 $218,898 $279,394 $321,358 $367,483 $422,356 $482,552 $549,280 Utility Plant Improvement Fund $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 EBITDA $0 $7,346,371 $8,600,328 $9,089,476 $9,408,304 $9,659,828 $10,205,280 $10,516,376 $10,903,082 $11,407,233 Total Sources $63,635,325 $35,461,409 $18,457,553 $23,901,559 $28,313,942 $31,405,069 $35,071,651 $39,095,806 $43,555,789 $48,575,149

Uses Capital Expenditures $32,471,293 $22,764,482 $878,993 $829,625 $984,056 $1,000,178 $1,008,575 $1,019,648 $1,031,149 $1,043,406 Operating Loss $4,192 $0 $0 $0 $0 $0 $0 $0 $0 $0 Revenue Bond Issue Interest $1,492,688 $2,985,375 $2,985,375 $2,985,375 $2,880,504 $2,735,086 $2,582,679 $2,422,947 $2,255,537 $2,080,081 Revenue Bond Principal Reduction $0 $0 $0 $1,460,314 $3,025,499 $3,170,917 $3,323,324 $3,483,056 $3,650,466 $3,825,922 Cost of Revenue Bond Financing $526,997 $0 $0 $0 $0 $0 $0 $0 $0 $0 Original Issue and Underwriters Discount $781,791 $0 $0 $0 $0 $0 $0 $0 $0 $0 Revenue Bond Financing Insurance $333,105 $0 $0 $0 $0 $0 $0 $0 $0 $0 Reimbursement - Broadband Service Provider $100,000 $0 $0 $0 $0 $0 $0 $0 $0 $0 Utility Plant Improvement Fund $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Property Tax Expense $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Fund Transfer $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Uses $35,710,066 $25,749,857 $3,864,368 $5,275,314 $6,890,059 $6,906,181 $6,914,577 $6,925,651 $6,937,152 $6,949,409

End Cash on Hand $27,925,259 $9,711,552 $14,593,185 $18,626,245 $21,423,883 $24,498,888 $28,157,074 $32,170,155 $36,618,637 $41,625,740

Total Amount of Revenue Bond Financing: $62,850,000

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 20 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Cash Flow Statement

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Video Services Revenue $934,798 $6,210,252 $7,168,074 $7,471,713 $7,714,741 $7,967,182 $8,304,672 $8,578,022 $8,862,010 $9,237,405 Video Services Operating Expenses $1,858,679 $5,163,281 $5,634,973 $5,833,710 $6,034,353 $6,202,741 $6,425,251 $6,620,871 $6,852,074 $7,055,848 Video Services Customer Cash Flow ($923,881) $1,046,971 $1,533,101 $1,638,003 $1,680,388 $1,764,441 $1,879,421 $1,957,151 $2,009,937 $2,181,557

Residential High Speed Data Revenue $164,484 $1,405,262 $1,903,237 $1,993,411 $2,028,156 $2,064,116 $2,163,840 $2,203,325 $2,244,019 $2,353,980 Residential High Speed Data Expense $124,954 $548,306 $746,417 $766,114 $780,476 $795,705 $817,624 $833,950 $850,780 $874,864 Residential High Speed Data Cash Flow $39,530 $856,957 $1,156,820 $1,227,298 $1,247,680 $1,268,411 $1,346,216 $1,369,375 $1,393,239 $1,479,116

Commercial Video and High Speed Data Revenue $764,684 $2,463,847 $2,313,173 $2,410,835 $2,439,764 $2,469,040 $2,573,293 $2,604,172 $2,635,421 $2,746,709 Commercial Video and High Speed Data Operating Exp. $69,872 $413,999 $447,171 $457,982 $470,157 $474,200 $485,691 $489,932 $494,234 $514,546 Commercial Cash Flow $694,812 $2,049,848 $1,866,002 $1,952,853 $1,969,607 $1,994,841 $2,087,602 $2,114,239 $2,141,186 $2,232,164

Telecommunications Revenue $769,565 $5,354,355 $6,171,367 $6,480,207 $6,803,544 $7,143,877 $7,500,004 $7,875,568 $8,269,169 $8,682,572 Telecommunications Expenses $584,217 $1,961,760 $2,126,961 $2,208,885 $2,292,915 $2,511,742 $2,607,963 $2,799,958 $2,910,450 $3,168,176 Telecommunications Cash Flow $185,348 $3,392,596 $4,044,406 $4,271,322 $4,510,629 $4,632,135 $4,892,041 $5,075,610 $5,358,719 $5,514,396

Total Revenue $2,633,530 $15,433,716 $17,555,850 $18,356,166 $18,986,205 $19,644,216 $20,541,809 $21,261,087 $22,010,619 $23,020,666 Total Operating Expense $2,637,722 $8,087,346 $8,955,522 $9,266,690 $9,577,902 $9,984,388 $10,336,529 $10,744,712 $11,107,538 $11,613,434 EBITDA ($4,192) $7,346,371 $8,600,328 $9,089,476 $9,408,304 $9,659,828 $10,205,280 $10,516,376 $10,903,082 $11,407,233

Interest Earned $685,325 $189,780 $145,673 $218,898 $279,394 $321,358 $367,483 $422,356 $482,552 $549,280

Municipal Bond - Interest $1,492,688 $2,985,375 $2,985,375 $2,985,375 $2,880,504 $2,735,086 $2,582,679 $2,422,947 $2,255,537 $2,080,081 Municipal Bond - Principal $0 $0 $0 $1,460,314 $3,025,499 $3,170,917 $3,323,324 $3,483,056 $3,650,466 $3,825,922 Municipal Bond - Total $1,492,688 $2,985,375 $2,985,375 $4,445,689 $5,906,003 $5,906,003 $5,906,003 $5,906,003 $5,906,003 $5,906,003

Net Operating Cash Flow ($811,554) $4,550,775 $5,760,626 $4,862,685 $3,781,695 $4,075,184 $4,666,760 $5,032,729 $5,479,631 $6,050,510 Cummulative Cash Flow ($811,554) $3,739,221 $9,499,847 $14,362,532 $18,144,227 $22,219,410 $26,886,171 $31,918,900 $37,398,531 $43,449,041

Operating Expense Ratio 100% 52% 51% 50% 50% 51% 50% 51% 50% 50% Operating Income Ratio 0% 48% 49% 50% 50% 49% 50% 49% 50% 50%

Debt Service Coverage Ratio 0.00 0.00 2.93 2.09 1.64 1.69 1.79 1.85 1.93 2.02 Rate of Return on Depreciated Assets 2.15% 14.78% 18.17% 20.61% 22.91% 25.37% 29.08% 32.83% 37.68% 44.19% Outstanding Debt Ratio to Assets 0.95 0.97 1.00 1.04 1.09 1.16 1.24 1.35 1.49 1.68

Cable Services Percentage of Total Revenue 71% 65% 65% 65% 64% 64% 63% 63% 62% 62% Telecom Services Percentage of Total Revenue 29% 35% 35% 35% 36% 36% 37% 37% 38% 38%

Cash on Hand $27,925,259 $9,711,552 $14,593,185 $18,626,245 $21,423,883 $24,498,888 $28,157,074 $32,170,155 $36,618,637 $41,625,740

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 19 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Income Statement

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Subscriber Revenue $2,633,530 $15,433,716 $17,555,850 $18,356,166 $18,986,205 $19,644,216 $20,541,809 $21,261,087 $22,010,619 $23,020,666 Interest Earned $685,325 $189,780 $145,673 $218,898 $279,394 $321,358 $367,483 $422,356 $482,552 $549,280 Total Revenue $3,318,855 $15,623,496 $17,701,523 $18,575,064 $19,265,599 $19,965,574 $20,909,292 $21,683,443 $22,493,172 $23,569,946

Operating Expenses $2,637,722 $8,087,346 $8,955,522 $9,266,690 $9,577,902 $9,984,388 $10,336,529 $10,744,712 $11,107,538 $11,613,434 Depreciation Expense $864,010 $3,388,601 $3,740,985 $3,796,293 $3,861,897 $3,928,575 $3,995,814 $4,063,790 $4,132,533 $4,202,094 Property Tax Expense $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Operating Income ($182,877) $4,147,549 $5,005,017 $5,512,081 $5,825,801 $6,052,611 $6,576,950 $6,874,942 $7,253,100 $7,754,419

Interest Expense $1,492,688 $2,985,375 $2,985,375 $2,985,375 $2,880,504 $2,735,086 $2,582,679 $2,422,947 $2,255,537 $2,080,081

Net Income ($1,675,564) $1,162,174 $2,019,642 $2,526,706 $2,945,297 $3,317,525 $3,994,271 $4,451,995 $4,997,564 $5,674,338

Fund Transfer $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

Net Income After Fund Transfer ($1,675,564) $1,162,174 $2,019,642 $2,526,706 $2,945,297 $3,317,525 $3,994,271 $4,451,995 $4,997,564 $5,674,338

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 21 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Additional Information

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Total Capital Expenditures $32,471,293 $22,764,482 $878,993 $829,625 $984,056 $1,000,178 $1,008,575 $1,019,648 $1,031,149 $1,043,406 Total Capital Expenditures to Date $32,471,293 $55,235,776 $56,114,769 $56,944,394 $57,928,450 $58,928,629 $59,937,203 $60,956,851 $61,988,001 $63,031,407 Total Capital Expenditures Per Video Customer $6,645 $5,997 $5,385 $5,400 $5,429 $5,458 $5,485 $5,513 $5,541 $5,567

Total Capital Expenditures $32,471,293 $22,764,482 $878,993 $829,625 $984,056 $1,000,178 $1,008,575 $1,019,648 $1,031,149 $1,043,406 Total Depreciated Asset Basis $31,607,283 $53,507,755 $50,998,147 $48,086,788 $45,274,551 $42,412,833 $39,492,832 $36,516,667 $33,484,026 $30,394,899

Total Plant Cost $32,471,293 $22,764,482 $878,993 $829,625 $984,056 $1,000,178 $1,008,575 $1,019,648 $1,031,149 $1,043,406 Total Plant Cost to Date $32,471,293 $55,235,776 $56,114,769 $56,944,394 $57,928,450 $58,928,629 $59,937,203 $60,956,851 $61,988,001 $63,031,407

Total Cost Per Residential Plant Mile $137,423 $120,183 $113,188 $105,461 $98,116 $90,824 $83,568 $76,354 $69,183 $62,056 Total Plant Cost Per Home Passed $2,136 $1,868 $1,759 $1,639 $1,525 $1,412 $1,299 $1,187 $1,075 $964 Total Plant Cost Per Customer $5,933 $5,189 $4,887 $4,553 $4,236 $3,921 $3,608 $3,296 $2,987 $2,679

Paid in Capital $100,000 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Paid in Capital $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000

Total Debt $62,850,000 $62,850,000 $62,850,000 $62,850,000 $61,389,686 $58,364,187 $55,193,271 $51,869,947 $48,386,891 $44,736,425 EBITDA to Debt Multiple 289.53 98.25 7.31 6.91 6.53 6.04 5.41 4.93 4.44 3.92 Debt Per Customer $12,862 $6,070 $6,032 $5,960 $5,753 $5,406 $5,051 $4,691 $4,325 $3,951 Accumulated Depreciation $864,010 $4,252,611 $7,993,596 $11,789,889 $15,651,786 $19,580,361 $23,576,174 $27,639,964 $31,772,498 $35,974,592 Depreciable Plant in Service and Inventory $31,607,283 $50,983,164 $48,121,173 $45,154,505 $42,276,665 $39,348,268 $36,361,029 $33,316,887 $30,215,503 $27,056,815

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 24 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Variables and Valuation

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Equity Additions $100,000 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Equity $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000

Debt Additions $62,850,000 $0 $0 $0 $0 $0 $0 $0 $0 $0 Municipal Bond Debt Before Principal Reduction $62,850,000 $62,850,000 $62,850,000 $62,850,000 $61,389,686 $58,364,187 $55,193,271 $51,869,947 $48,386,891 $44,736,425 Municipal Bond Debt Reductions $0 $0 $0 $1,460,314 $3,025,499 $3,170,917 $3,323,324 $3,483,056 $3,650,466 $3,825,922 Total Municipal Bond Debt $62,850,000 $62,850,000 $62,850,000 $61,389,686 $58,364,187 $55,193,271 $51,869,947 $48,386,891 $44,736,425 $40,910,503

Municipal Bonds Available $62,850,000 $189,780 $0 $0 $0 $0 $0 $0 $0 $0 Municipal Bond Draw $34,698,900 $28,151,100 $0 $0 $0 $0 $0 $0 $0 $0 Cash on Hand $27,925,259 $9,711,552 $14,593,185 $18,626,245 $21,423,883 $24,498,888 $28,157,074 $32,170,155 $36,618,637 $41,625,740

Loans From Shareholders $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Preferred Stock $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Current Liabilities $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

Valuation Equity $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 Senior Debt $62,850,000 $62,850,000 $62,850,000 $61,389,686 $58,364,187 $55,193,271 $51,869,947 $48,386,891 $44,736,425 $40,910,503 Sub Debt $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Loans From Shareholders $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Preferred Stock $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Current Liabilities $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Liabilities $62,950,000 $62,950,000 $62,950,000 $61,489,686 $58,464,187 $55,293,271 $51,969,947 $48,486,891 $44,836,425 $41,010,503

EBITDA ($4,192) $7,346,371 $8,600,328 $9,089,476 $9,408,304 $9,659,828 $10,205,280 $10,516,376 $10,903,082 $11,407,233

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 25 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Variables and Valuation (Cont.)

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Sale Price @ a Multiple of: 8 ($33,534) $58,770,966 $68,802,625 $72,715,805 $75,266,428 $77,278,625 $81,642,239 $84,131,005 $87,224,652 $91,257,862 End Cash $27,925,259 $9,711,552 $14,593,185 $18,626,245 $21,423,883 $24,498,888 $28,157,074 $32,170,155 $36,618,637 $41,625,740 Gross Profit ($35,058,275) $5,532,518 $20,445,811 $29,852,364 $38,226,124 $46,484,242 $57,829,365 $67,814,269 $79,006,864 $91,873,099 Return on Equity 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% Annual Rate of Return 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% Return on Assets -58.1% 9.0% 32.2% 46.2% 59.2% 71.8% 88.5% 102.2% 116.7% 132.1% Annual Rate of Return on Depreciated Assets -58.1% 4.5% 10.7% 11.5% 11.8% 12.0% 12.6% 12.8% 13.0% 13.2%

Total Video Customers 2,670 9,210 10,420 10,545 10,670 10,797 10,927 11,056 11,188 11,322 Sales Price Per Video Customer ($13) $6,381 $6,603 $6,896 $7,054 $7,157 $7,472 $7,609 $7,796 $8,060 Total Cost Per Video Customer $23,577 $6,835 $6,041 $5,831 $5,479 $5,121 $4,756 $4,385 $4,008 $3,622 Profit (Loss) Per Video Customer ($23,590) ($454) $562 $1,065 $1,575 $2,036 $2,716 $3,224 $3,789 $4,438

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 23 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Balance Sheet Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

ASSETS Current Assets Cash and cash equivalents $27,925,259 $9,711,552 $14,593,185 $18,626,245 $21,423,883 $24,498,888 $28,157,074 $32,170,155 $36,618,637 $41,625,740 Short Term Investments $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Receivable, Net $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Inventories, Net $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Other Current Assets $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Current Assets $27,925,259 $9,711,552 $14,593,185 $18,626,245 $21,423,883 $24,498,888 $28,157,074 $32,170,155 $36,618,637 $41,625,740 Fixed Assets Land and Buildings $30,000 $31,500 $33,000 $34,500 $36,000 $37,500 $39,000 $40,500 $42,000 $43,500 Leasehold Improvements $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Towers, Earth Stations and Headend Equipment $6,756,903 $6,839,878 $6,922,853 $7,005,828 $7,088,803 $7,171,778 $7,254,753 $7,337,728 $7,420,703 $7,503,678 Distribution Plant and Subscriber Drops $14,148,302 $27,117,113 $27,443,842 $27,774,731 $28,109,843 $28,449,240 $28,792,986 $29,141,149 $29,493,796 $29,850,995 Customer Premise Equipment $8,320,837 $16,269,967 $16,534,040 $16,804,274 $17,080,880 $17,364,082 $17,654,112 $17,951,212 $18,255,636 $18,567,648 Computer Equipment and Software $185,000 $205,000 $225,000 $245,000 $265,000 $285,000 $305,000 $325,000 $345,000 $365,000 Vehicles, Machines, Mobile Comm. and Other Equipment $700,000 $875,000 $927,500 $927,500 $1,067,500 $1,214,500 $1,360,100 $1,505,980 $1,651,804 $1,797,639 Test Equipment and Special Tools $230,000 $277,000 $324,000 $371,000 $418,000 $465,000 $512,000 $559,000 $606,000 $653,000 Furniture, Fixtures and Other Equipment $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Other Equipment $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Other Assets $2,100,251 $3,620,318 $3,704,534 $3,781,561 $3,862,424 $3,941,529 $4,019,252 $4,096,282 $4,173,062 $4,249,947 Less accumulated depreciation and amortization ($864,010) ($4,252,611) ($7,993,596) ($11,789,889) ($15,651,786) ($19,580,361) ($23,576,174) ($27,639,964) ($31,772,498) ($35,974,592) Total Fixed Assets $31,607,283 $50,983,164 $48,121,173 $45,154,505 $42,276,665 $39,348,268 $36,361,029 $33,316,887 $30,215,503 $27,056,815 Other Assets Other Assets $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Cost of Bond Financing & Insurance $1,641,893 $1,641,893 $1,641,893 $1,641,893 $1,641,893 $1,641,893 $1,641,893 $1,641,893 $1,641,893 $1,641,893 Total Assets $61,174,436 $62,336,610 $64,356,251 $65,422,643 $65,342,441 $65,489,049 $66,159,996 $67,128,935 $68,476,033 $70,324,449

LIABILITIES AND FUND EQUITY Current Liabilities $0 $0 $0 $0 $0 $0 $0 Accounts Payable and accrued liabilities $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Due to other Funds $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Other Current Liabilities $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Current Liabilities $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Long Term Debt Bonds Payable $62,850,000 $62,850,000 $62,850,000 $61,389,686 $58,364,187 $55,193,271 $51,869,947 $48,386,891 $44,736,425 $40,910,503 Other Payables $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Long Term Debt $62,850,000 $62,850,000 $62,850,000 $61,389,686 $58,364,187 $55,193,271 $51,869,947 $48,386,891 $44,736,425 $40,910,503 Total Liabilities $62,850,000 $62,850,000 $62,850,000 $61,389,686 $58,364,187 $55,193,271 $51,869,947 $48,386,891 $44,736,425 $40,910,503 Fund Equity Reserved Funds: $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Reserved Funds $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Unreserved Funds: $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Designated Funds $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Undesignated Funds $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Unreserved Funds $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Fund Equity ($1,675,564) ($513,390) $1,506,251 $4,032,957 $6,978,254 $10,295,778 $14,290,049 $18,742,044 $23,739,608 $29,413,946 Total Liabilities and Fund Equity $61,174,436 $62,336,610 $64,356,251 $65,422,643 $65,342,441 $65,489,049 $66,159,996 $67,128,935 $68,476,033 $70,324,449

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 17 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Key Operating Statistics - Residential

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Monthly Revenue All Services Per Video Customer Video Services $52.69 $50.85 $51.87 $53.43 $54.51 $55.63 $57.30 $58.48 $59.70 $61.49 High Speed Data Access Services $6.63 $10.38 $13.67 $14.15 $14.22 $14.30 $14.82 $14.91 $15.01 $15.56 Telecommunications Service $8.57 $9.98 $8.68 $9.00 $9.34 $9.69 $10.05 $10.43 $10.83 $11.23 Average Monthly Revenue All Services Per Video Customer $67.89 $71.22 $74.22 $76.58 $78.08 $79.62 $82.17 $83.83 $85.53 $88.28 Average Annual Revenue All Services Per Video Customer $814.74 $854.65 $890.63 $918.97 $936.91 $955.48 $986.06 $1,005.92 $1,026.40 $1,059.39 Average Monthly Revenue Per Telecommunications Customer $41.15 $47.90 $40.88 $40.88 $40.86 $40.87 $40.88 $40.88 $40.88 $40.87 Average Annual Revenue Per Telecommunications Customer $493.82 $574.83 $490.57 $490.55 $490.36 $490.49 $490.56 $490.60 $490.55 $490.48

Monthly Programming Expense Per Video Customer Basic Programming $13.71 $13.62 $14.03 $14.45 $14.89 $15.33 $15.79 $16.27 $16.76 $17.26 Premium Programming $5.47 $5.44 $5.60 $5.77 $5.95 $6.12 $6.31 $6.50 $6.69 $6.89 Pay Per View Programming $1.24 $1.20 $1.20 $1.20 $1.20 $1.20 $1.20 $1.20 $1.20 $1.20 Channel Guide $0.14 $0.03 $0.02 $0.02 $0.02 $0.02 $0.02 $0.02 $0.02 $0.02 Total Programming $20.56 $20.29 $20.86 $21.45 $22.06 $22.68 $23.32 $23.99 $24.67 $25.37

Monthly Operating Expense Per Video Customer Sales & Advertising Expense Per Video Customer $11.23 $1.76 $1.38 $1.40 $1.43 $1.45 $1.48 $1.50 $1.53 $1.55 Field & Technical $39.69 $10.37 $9.09 $9.21 $9.36 $9.51 $9.66 $9.81 $9.96 $10.12 General & Administrative $39.02 $8.92 $8.24 $8.36 $8.49 $8.32 $8.45 $8.38 $8.51 $8.33 Total Operating Expense $89.94 $21.04 $18.70 $18.98 $19.28 $19.27 $19.58 $19.68 $20.00 $20.00

Monthly Telecommunications Oper Exp Per Video Customer Cost of Goods Sold $0.61 $0.30 $0.30 $0.31 $0.32 $0.33 $0.34 $0.35 $0.36 $0.37 Facility Based $4.56 $2.20 $2.20 $2.23 $2.27 $2.54 $2.58 $2.78 $2.84 $3.14 Commercial & Marketing $2.50 $0.49 $0.23 $0.24 $0.25 $0.25 $0.26 $0.27 $0.28 $0.29 Administrative $1.04 $0.15 $0.14 $0.15 $0.15 $0.15 $0.16 $0.16 $0.17 $0.17 Total Telecommunications Oper Exp Per Video Customer $8.71 $3.15 $2.87 $2.93 $2.99 $3.28 $3.34 $3.57 $3.65 $3.97

Monthly Cash Flow All Services Per Video Cust ($51.32) $26.74 $31.79 $33.22 $33.76 $34.39 $35.93 $36.58 $37.21 $38.94

Monthly Revenue/Expenses Per Channel Total Channels 131 131 131 131 131 131 131 131 131 131 Revenue Per Sub Per Channel $0.52 $0.54 $0.57 $0.58 $0.60 $0.61 $0.63 $0.64 $0.65 $0.67 Programming Exp. Per Sub Per Channel $0.16 $0.15 $0.16 $0.16 $0.17 $0.17 $0.18 $0.18 $0.19 $0.19

Monthly Telecommunications Oper Exp Per Telecommunications Customer Cost of Goods Sold $0.81 $1.30 $1.42 $1.41 $1.40 $1.39 $1.38 $1.38 $1.37 $1.36 Facility Based $5.98 $9.37 $10.36 $10.14 $9.93 $10.71 $10.49 $10.91 $10.74 $11.42 Commercial & Marketing $3.29 $2.11 $1.08 $1.08 $1.08 $1.07 $1.07 $1.07 $1.07 $1.06 Administrative $1.37 $0.66 $0.67 $0.66 $0.65 $0.65 $0.64 $0.63 $0.63 $0.62 Total Telecommunications Oper Exp Per Telecommunications C $11.45 $13.44 $13.53 $13.30 $13.06 $13.82 $13.59 $13.99 $13.80 $14.46

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 18 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Key Operating Statistics - Commercial

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Monthly Revenue Per Customer Per Service Average Video Service Per Video Service Unit $401.53 $908.65 $774.99 $798.23 $798.23 $798.23 $822.18 $822.18 $822.18 $846.85 Average High Speed Data Revenue Per Data Customer $397.39 $899.27 $766.99 $789.99 $789.99 $789.99 $813.69 $813.69 $813.69 $838.11 Average Telecommunications Revenue Per Telecommunication $187.14 $626.32 $705.04 $704.50 $704.28 $704.53 $705.11 $704.15 $704.82 $704.12

Monthly Expense Per Customer Per Service Programming Expense Per Video Service Unit $1.46 $3.40 $2.99 $3.07 $3.17 $3.26 $3.36 $3.46 $3.56 $3.67 High Speed Data Expense Per Data Customer $0.87 $2.03 $1.79 $1.84 $1.90 $1.95 $2.01 $2.07 $2.13 $2.20 Telecommunications Expenses Per Telecommunications Custom $151.19 $177.10 $178.63 $175.40 $172.36 $182.36 $179.42 $184.47 $182.14 $190.69

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 28 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Selling & Advertising - Residential

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Salaries - Sales $59,750 $61,543 $50,393 $51,905 $53,462 $55,066 $56,717 $58,419 $60,172 $61,977 Sales Commissions $22,406 $30,771 $25,196 $25,952 $26,731 $27,533 $28,359 $29,210 $30,086 $30,988 Payroll Taxes $13,400 $15,056 $12,329 $12,698 $13,079 $13,472 $13,876 $14,292 $14,721 $15,163 Benefits $30,473 $31,387 $25,700 $26,471 $27,265 $28,083 $28,926 $29,794 $30,688 $31,608 Advertising & Promotions $27,000 $27,810 $28,644 $29,504 $30,389 $31,300 $32,239 $33,207 $34,203 $35,229 Direct Mail $4,800 $4,944 $5,092 $5,245 $5,402 $5,565 $5,731 $5,903 $6,080 $6,263 Sales Materials $2,681 $2,627 $3,589 $3,632 $3,675 $3,719 $3,764 $3,809 $3,855 $3,901 Support Materials $1,341 $1,313 $1,794 $1,816 $1,838 $1,860 $1,882 $1,905 $1,927 $1,951 Graphic Design $3,000 $3,090 $3,183 $3,278 $3,377 $3,478 $3,582 $3,690 $3,800 $3,914 Office Supplies/Postage $1,500 $1,545 $1,591 $1,639 $1,688 $1,739 $1,791 $1,845 $1,900 $1,957 Training & Seminars $2,400 $2,472 $2,546 $2,623 $2,701 $2,782 $2,866 $2,952 $3,040 $3,131 Travel & Entertainment $1,800 $1,854 $1,910 $1,967 $2,026 $2,087 $2,149 $2,214 $2,280 $2,349 Miscellaneous $9,000 $9,270 $9,548 $9,835 $10,130 $10,433 $10,746 $11,069 $11,401 $11,743 Total Sales & Marketing Expenses $179,550 $193,682 $171,516 $176,564 $181,763 $187,117 $192,630 $198,307 $204,153 $210,174 Total Sales & Marketing Expense Allocation $179,550 $193,682 $171,516 $176,564 $181,763 $187,117 $192,630 $198,307 $204,153 $210,174

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 41 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Sales and Marketing Variables

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Sales and Marketing Employees and Contractors Marketing and Sales Manager 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Sales Clerks 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50 In-House Field Representatives 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Contract Field Representatives 8.00 8.00 3.00 3.00 3.00 3.00 3.00 3.00 3.00 3.00 Total Sales and Marketing Employees and Contractors 9.50 9.50 4.50 4.50 4.50 4.50 4.50 4.50 4.50 4.50

Sales and Marketing Employees and Contractors Marketing and Sales Manager $47,500 $48,925 $50,393 $51,905 $53,462 $55,066 $56,717 $58,419 $60,172 $61,977 Sales Clerks $12,250 $12,618 $0 $0 $0 $0 $0 $0 $0 $0 In-House Field Representatives $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Contract Field Representatives $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Sales and Marketing Salary & Wages $59,750 $61,543 $50,393 $51,905 $53,462 $55,066 $56,717 $58,419 $60,172 $61,977

Vehicles 0 0 00000000

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 29 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Field & Technical Expenses - Residential

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Salaries - Technical $306,083 $512,942 $496,450 $510,400 $525,712 $541,483 $557,728 $574,460 $591,693 $609,444 Payroll Taxes $49,922 $83,661 $80,971 $83,246 $85,744 $88,316 $90,965 $93,694 $96,505 $99,400 Benefits $156,103 $261,600 $253,190 $260,304 $268,113 $276,157 $284,441 $292,974 $301,764 $310,817 Pole Rental $6,559 $38,385 $42,724 $43,237 $43,756 $44,281 $44,812 $45,350 $45,894 $46,445 Plant Repairs & Maintenance $4,980 $29,146 $32,440 $32,830 $33,224 $33,622 $34,026 $34,434 $34,847 $35,266 Equipment Repairs & Maintenance $4,200 $4,326 $4,456 $4,589 $4,727 $4,869 $5,015 $5,165 $5,320 $5,480 Converter Maintenance $4,200 $4,326 $4,456 $4,589 $4,727 $4,869 $5,015 $5,165 $5,320 $5,480 Vehicle Expense $38,950 $72,200 $74,366 $76,597 $78,895 $81,262 $83,700 $86,211 $88,797 $91,461 Mobile Communications $30,750 $58,710 $60,471 $62,285 $64,154 $66,079 $68,061 $70,103 $72,206 $74,372 Supplies - Technical,Engineering, Drafting, etc. $2,400 $2,472 $2,546 $2,623 $2,701 $2,782 $2,866 $2,952 $3,040 $3,131 Training & Seminars $1,800 $1,854 $1,910 $1,967 $2,026 $2,087 $2,149 $2,214 $2,280 $2,349 Tools & Equipment $1,800 $1,854 $1,910 $1,967 $2,026 $2,087 $2,149 $2,214 $2,280 $2,349 Utilities - Power Supplies $8,300 $48,577 $54,067 $54,716 $55,373 $56,037 $56,710 $57,390 $58,079 $58,776 Utilities - Headend $9,600 $9,888 $10,185 $10,490 $10,805 $11,129 $11,463 $11,807 $12,161 $12,526 Property Damage $900 $927 $955 $983 $1,013 $1,043 $1,075 $1,107 $1,140 $1,174 Uniforms $2,050 $3,800 $3,863 $3,863 $3,863 $3,863 $3,863 $3,863 $3,863 $3,863 Office Supplies $1,500 $1,545 $1,591 $1,639 $1,688 $1,739 $1,791 $1,845 $1,900 $1,957 Miscellaneous $4,200 $4,326 $4,456 $4,589 $4,727 $4,869 $5,015 $5,165 $5,320 $5,480 Total Field & Technical Expenses $634,297 $1,140,539 $1,131,006 $1,160,915 $1,193,273 $1,226,573 $1,260,843 $1,296,113 $1,332,411 $1,369,769 Total Field & Technical Expense Allocation $634,297 $1,140,539 $1,131,006 $1,160,915 $1,193,273 $1,226,573 $1,260,843 $1,296,113 $1,332,411 $1,369,769

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 42 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Field & Technical Variables

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Field & Technical Employees and Contractors Technical Manager (s) 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Headend Technicians 1.50 1.50 1.50 1.50 1.50 1.50 1.50 1.50 1.50 1.50 Construction Manager/Plant Manager 1.50 1.50 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Broadband Service Technicians 3.00 5.00 5.00 5.00 5.00 5.00 5.00 5.00 5.00 5.00 Telecom Service Technicians 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Installer/Service Technician 4.00 4.00 4.00 4.00 4.00 4.00 4.00 4.00 4.00 4.00 High Speed Data Technician 3.00 4.00 4.00 4.00 4.00 4.00 4.00 4.00 4.00 4.00 Contract Installers 7.00 4.00 4.00 4.00 4.00 4.00 4.00 4.00 4.00 4.00 Total Field & Technical Employees and Contractors 21.00 21.00 20.50 20.50 20.50 20.50 20.50 20.50 20.50 20.50

Field & Technical Salary & Wages Technical Manager (s) $75,000 $76,788 $76,950 $78,900 $81,267 $83,705 $86,216 $88,803 $91,467 $94,211 Headend Technicians $52,500 $76,856 $77,025 $79,050 $81,422 $83,864 $86,380 $88,971 $91,641 $94,390 Construction Manager/Plant Manager $82,500 $84,975 $56,650 $58,300 $60,049 $61,850 $63,706 $65,617 $67,586 $69,613 Broadband Service Technicians $50,250 $161,023 $172,525 $177,550 $182,877 $188,363 $194,014 $199,834 $205,829 $212,004 Telecom Service Technicians $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Installer/Service Technician $45,833 $113,300 $113,300 $116,600 $120,098 $123,701 $127,412 $131,234 $135,171 $139,226 High Speed Data Technician $46,042 $114,373 $133,900 $137,800 $141,700 $145,951 $150,330 $154,839 $159,485 $164,269 Total Field & Technical Salary & Wages $306,083 $512,942 $496,450 $510,400 $525,712 $541,483 $557,728 $574,460 $591,693 $609,444 High Speed Data Salary & Wages $46,042 $114,373 $133,900 $137,800 $141,700 $145,951 $150,330 $154,839 $159,485 $164,269

Vehicles - Field & Technical 11 13 13 13 13 13 13 13 13 13 Vehicles - High Speed Data 3 4 44444444

Attributable Technical Salary & Wage Expenses Cable Services Salary & Wages Allocated 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% Telecom Salary & Wages Allocated to Cable Services 70.78% 65.31% 64.85% 64.70% 64.17% 63.63% 63.49% 62.96% 62.43% 62.28% Additional Allocation - 1 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Additional Allocation - 2 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 30 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 G & A Expenses - Residential

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Salaries & Wages $308,333 $427,021 $435,583 $448,526 $461,982 $475,842 $490,117 $504,820 $519,965 $535,564 Payroll Taxes $50,289 $69,647 $71,044 $73,155 $75,349 $77,610 $79,938 $82,336 $84,806 $87,350 Benefits $157,250 $217,781 $222,147 $228,748 $235,611 $242,679 $249,960 $257,458 $265,182 $273,138 Contract Labor $3,600 $3,708 $3,819 $3,934 $4,052 $4,173 $4,299 $4,428 $4,560 $4,697 Consulting $3,600 $3,708 $3,819 $3,934 $4,052 $4,173 $4,299 $4,428 $4,560 $4,697 Vehicle Expense $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Travel & Entertainment $3,600 $3,708 $3,819 $3,934 $4,052 $4,173 $4,299 $4,428 $4,560 $4,697 Training & Seminars $1,200 $1,236 $1,273 $1,311 $1,351 $1,391 $1,433 $1,476 $1,520 $1,566 Bank Charges $900 $927 $955 $983 $1,013 $1,043 $1,075 $1,107 $1,140 $1,174 Security $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Contributions $1,200 $1,236 $1,273 $1,311 $1,351 $1,391 $1,433 $1,476 $1,520 $1,566 Bad Debt $18,696 $124,205 $143,361 $149,434 $154,295 $159,344 $166,093 $171,560 $177,240 $184,748 Uniforms $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Insurance $33,000 $33,990 $35,010 $36,060 $37,142 $38,256 $39,404 $40,586 $41,803 $43,058 Utilities $7,800 $8,034 $8,275 $8,523 $8,779 $9,042 $9,314 $9,593 $9,881 $10,177 Postage $3,000 $3,090 $3,183 $3,278 $3,377 $3,478 $3,582 $3,690 $3,800 $3,914 Copyright Fees $199 $1,325 $1,544 $1,610 $1,678 $1,749 $1,823 $1,901 $1,981 $2,065 Franchise Fees $42,108 $279,741 $322,886 $336,564 $347,511 $358,882 $374,084 $386,397 $399,190 $416,099 FCC Regulatory Fee $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Sales Tax $50,530 $335,689 $387,463 $403,876 $417,013 $430,658 $448,901 $463,677 $479,028 $499,319 Billing Service $33,122 $220,045 $248,981 $251,969 $254,993 $258,053 $261,149 $264,283 $267,455 $270,664 Answering Service $4,200 $4,326 $4,456 $4,589 $4,727 $4,869 $5,015 $5,165 $5,320 $5,480 Dues & Subscriptions $1,200 $1,236 $1,273 $1,311 $1,351 $1,391 $1,433 $1,476 $1,520 $1,566 Rent $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Telecommunications $7,800 $8,034 $8,275 $8,523 $8,779 $9,042 $9,314 $9,593 $9,881 $10,177 Office Supplies $4,200 $4,326 $4,456 $4,589 $4,727 $4,869 $5,015 $5,165 $5,320 $5,480 Repair & Maint. $1,500 $1,545 $1,591 $1,639 $1,688 $1,739 $1,791 $1,845 $1,900 $1,957 Office Equipment $1,800 $1,854 $1,910 $1,967 $2,026 $2,087 $2,149 $2,214 $2,280 $2,349 Subs/Research $420 $433 $446 $459 $473 $487 $502 $517 $532 $548 Taxes & Licenses $3,000 $3,090 $3,183 $3,278 $3,377 $3,478 $3,582 $3,690 $3,800 $3,914 Accounting $3,600 $3,708 $3,819 $3,934 $4,052 $4,173 $4,299 $4,428 $4,560 $4,697 Legal $6,000 $6,180 $6,365 $6,556 $6,753 $6,956 $7,164 $7,379 $7,601 $7,829 Property Taxes $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Janitorial Services $1,800 $1,854 $1,910 $1,967 $2,026 $2,087 $2,149 $2,214 $2,280 $2,349 Computer Repair $2,100 $2,163 $2,228 $2,295 $2,364 $2,434 $2,508 $2,583 $2,660 $2,740 Miscellaneous $6,000 $6,180 $6,365 $6,556 $6,753 $6,956 $7,164 $7,379 $7,601 $7,829 Telecom Allocation ($45,868) ($183,481) ($205,171) ($210,838) ($215,379) ($259,802) ($266,988) ($300,441) ($306,865) ($359,171) Management Entity Allocation $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total G & A Expenses $716,180 $1,596,539 $1,735,542 $1,793,979 $1,847,315 $1,862,704 $1,926,298 $1,956,849 $2,016,584 $2,042,238 Total G & A Expense Allocation $716,180 $1,596,539 $1,735,542 $1,793,979 $1,847,315 $1,862,704 $1,926,298 $1,956,849 $2,016,584 $2,042,238

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 43 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 G & A Variables

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

General Managers 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Office Manager 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 MIS Director 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Accountant 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50 Customer Service Representatives 5.00 7.00 7.00 7.00 7.00 7.00 7.00 7.00 7.00 7.00 Support Staff 1.50 1.50 1.50 1.50 1.50 1.50 1.50 1.50 1.50 1.50 Total G & A Employees 10.00 12.00 12.00 12.00 12.00 12.00 12.00 12.00 12.00 12.00

G & A Salary & Wages General Managers $97,500 $100,425 $103,438 $106,541 $109,737 $113,029 $116,420 $119,913 $123,510 $127,215 Office Manager $45,000 $46,350 $46,350 $47,700 $49,131 $50,605 $52,123 $53,687 $55,297 $56,956 MIS Director $55,000 $56,650 $56,650 $58,300 $60,049 $61,850 $63,706 $65,617 $67,586 $69,613 Accountant $15,000 $15,450 $15,914 $16,391 $16,883 $17,389 $17,911 $18,448 $19,002 $19,572 Customer Service Representatives $64,583 $169,521 $174,606 $179,845 $185,240 $190,797 $196,521 $202,417 $208,489 $214,744 Support Staff $31,250 $38,625 $38,625 $39,750 $40,943 $42,171 $43,436 $44,739 $46,081 $47,464 Total G & A Salary & Wages $308,333 $427,021 $435,583 $448,526 $461,982 $475,842 $490,117 $504,820 $519,965 $535,564

Vehicles 1 1 11111111

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 27 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Programming & Related Exp. - Residential

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Limited Basic Service $10,930 $74,793 $87,168 $90,860 $94,709 $98,721 $102,903 $107,262 $111,805 $116,541 Standard Basic Service $208,121 $1,424,117 $1,659,735 $1,730,041 $1,803,326 $1,879,714 $1,959,339 $2,042,337 $2,128,850 $2,219,028 Pay Programming $87,477 $598,584 $697,618 $727,170 $757,972 $790,080 $823,548 $858,433 $894,797 $932,700 PPV Programming $19,873 $132,027 $149,389 $151,182 $152,996 $154,832 $156,690 $158,570 $160,473 $162,398 Guide Channels $2,250 $3,000 $3,000 $3,000 $3,000 $3,000 $3,000 $3,000 $3,000 $3,000 Total Programming Expense $328,653 $2,232,521 $2,596,910 $2,702,252 $2,812,003 $2,926,347 $3,045,479 $3,169,602 $3,298,925 $3,433,668

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 40 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Capital Expenditures

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Strand Mapping, Permitting, Engineering and Design $288,836 $0 $0 $0 $0 $0 $0 $0 $0 $0 Project Consulting $210,000 $21,000 $21,000 $15,750 $11,813 $8,859 $6,645 $4,983 $3,738 $2,803 Aerial Make Ready Engineering $33,587 $31,428 $780 $790 $799 $809 $818 $828 $838 $848 Aerial Make Ready $363,456 $340,099 $8,443 $8,544 $8,646 $8,750 $8,855 $8,962 $9,069 $9,178 Aerial Strand Labor $167,933 $157,141 $3,901 $3,948 $3,995 $4,043 $4,092 $4,141 $4,190 $4,241 Aerial Strand, Hardware & Materials $165,236 $154,618 $3,838 $3,884 $3,931 $3,978 $4,026 $4,074 $4,123 $4,172 Wave7 Optical Cores and Taps $5,411,891 $5,064,104 $125,712 $127,220 $128,747 $130,292 $131,856 $133,438 $135,039 $136,660 Fiber Cable $967,270 $905,110 $22,469 $22,738 $23,011 $23,287 $23,567 $23,849 $24,136 $24,425 Fiber Labor $631,488 $590,906 $14,669 $14,845 $15,023 $15,203 $15,386 $15,570 $15,757 $15,946 Underground Plant Labor $3,489,305 $3,265,071 $81,053 $82,025 $83,009 $84,006 $85,014 $86,034 $87,066 $88,111 Fiber Splicing $722,949 $676,490 $16,793 $16,995 $17,199 $17,405 $17,614 $17,825 $18,039 $18,256 Customer Premise Install Labor & Materials - Residential $1,577,794 $1,476,400 $36,650 $37,090 $37,535 $37,986 $38,441 $38,903 $39,370 $39,842 Customer Premise Install Labor & Materials - Commercial $65,116 $60,932 $6,302 $6,618 $6,948 $7,296 $7,661 $8,044 $8,446 $8,868 Headend Video Electronics $2,008,679 $5,000 $5,000 $5,000 $5,000 $5,000 $5,000 $5,000 $5,000 $5,000 Headend Building, Tower & Generator $669,180 $0 $0 $0 $0 $0 $0 $0 $0 $0 Digital Headend Equipment $498,254 $0 $0 $0 $0 $0 $0 $0 $0 $0 Headend Optoelectronics $2,199,002 $0 $0 $0 $0 $0 $0 $0 $0 $0 Hotel/Motel Rewiring - Labor & Materials $263,442 $246,512 $6,119 $6,193 $6,267 $6,342 $6,419 $6,496 $6,573 $6,652 Customer Premise Equipment $71,546 $66,949 $1,662 $1,682 $1,702 $1,722 $1,743 $1,764 $1,785 $1,807 Digital Customer Premise Equipment $1,585,686 $1,483,785 $36,834 $37,276 $37,723 $38,176 $38,634 $39,097 $39,567 $40,041 Telephone Switch & Data Equipment $1,381,788 $77,975 $77,975 $77,975 $77,975 $77,975 $77,975 $77,975 $77,975 $77,975 Wave7 Customer Premise - Residential $5,497,636 $5,144,340 $127,704 $129,236 $130,787 $132,356 $133,945 $135,552 $137,179 $138,825 Wave7 Customer Premise - Commercial $1,037,734 $971,045 $71,502 $75,077 $78,831 $82,772 $86,911 $91,257 $95,819 $100,610 High Speed Data Installation - Residential $82,125 $239,864 $25,301 $25,879 $26,467 $27,065 $27,673 $28,293 $28,923 $29,565 High Speed Data Installation - Commercial $46,110 $43,147 $1,071 $1,084 $1,097 $1,110 $1,123 $1,137 $1,151 $1,164 Office Building, Land, Studio, Furniture & Office Equipment $30,000 $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 Computer Equipment & Billing System Software $185,000 $20,000 $20,000 $20,000 $20,000 $20,000 $20,000 $20,000 $20,000 $20,000 Marketing & Sales - Video $277,022 $259,220 $6,435 $6,512 $6,590 $6,669 $6,749 $6,830 $6,912 $6,995 Marketing & Sales - Data $66,976 $155,825 $14,924 $15,259 $15,601 $15,948 $16,302 $16,662 $17,028 $17,400 Special Project Fund $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Fusion Splicer and Splicing Equipment $60,000 $20,000 $20,000 $20,000 $20,000 $20,000 $20,000 $20,000 $20,000 $20,000 Tools, Test Equipment and Spare Equipment $170,000 $27,000 $27,000 $27,000 $27,000 $27,000 $27,000 $27,000 $27,000 $27,000 Vehicles and Mobile Communications $700,000 $175,000 $52,500 $0 $140,000 $147,000 $145,600 $145,880 $145,824 $145,835 Total $30,925,041 $21,680,459 $837,136 $790,119 $937,197 $952,551 $960,547 $971,093 $982,047 $993,720 Contingency $1,546,252 $1,084,023 $41,857 $39,506 $46,860 $47,628 $48,027 $48,555 $49,102 $49,686 State Sales Tax $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Capital Expenditures $32,471,293 $22,764,482 $878,993 $829,625 $984,056 $1,000,178 $1,008,575 $1,019,648 $1,031,149 $1,043,406 Total Capital Expenditures to Date $32,471,293 $55,235,776 $56,114,769 $56,944,394 $57,928,450 $58,928,629 $59,937,203 $60,956,851 $61,988,001 $63,031,407

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 14 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Plant Statistics

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Total Plant Miles to Construct Tri-Cities, Illinois 443.00 173.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase II Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase III Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Total Plant Miles to Construct 443.00 173.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Residential Plant Miles - Constructed Tri-Cities, Illinois 230.00 215.22 5.34 5.41 5.47 5.54 5.60 5.67 5.74 5.81 Phase II Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase III Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Total Residential Plant Miles - Constructed 230.00 215.22 5.34 5.41 5.47 5.54 5.60 5.67 5.74 5.81

Residential Plant Miles - End Tri-Cities, Illinois 230.00 445.22 450.56 455.97 461.44 466.98 472.58 478.25 483.99 489.80 Phase II Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase III Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Total Residential Plant Miles - Begin 230.00 445.22 450.56 455.97 461.44 466.98 472.58 478.25 483.99 489.80

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 15 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Plant Statistics (Cont.)

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Commercial Plant Miles - Begin Tri-Cities, Illinois 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase II Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase III Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Total Residential Plant Miles - Constructed 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Commercial Plant Miles - Constructed Tri-Cities, Illinois 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase II Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase III Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Total Commercial Plant Miles - Constructed 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Commercial Plant Miles - End Tri-Cities, Illinois 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase II Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase III Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Total Commercial Plant Miles - End 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Plant Miles Total Plant Miles - Begin 0.00 230.00 445.22 450.56 455.97 461.44 466.98 472.58 478.25 483.99 Total Plant Miles - Constructed 230.00 215.22 5.34 5.41 5.47 5.54 5.60 5.67 5.74 5.81 Total Plant Miles - End 230.00 445.22 450.56 455.97 461.44 466.98 472.58 478.25 483.99 489.80

Total Construction Footage 1,214,400 1,136,359 28,209 28,548 28,890 29,237 29,588 29,943 30,302 30,666 % of Outside Plant - Aerial 40% 40% 40% 40% 40% 40% 40% 40% 40% 40% % of Outside Plant - Underground 60% 60% 60% 60% 60% 60% 60% 60% 60% 60% Aerial Construction Footage 479,809 448,975 11,145 11,279 11,415 11,551 11,690 11,830 11,972 12,116 Underground Construction Footage 734,591 687,383 17,064 17,268 17,476 17,685 17,898 18,112 18,330 18,550

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 16 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Homes and Customers Per Mile

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Residential Homes Passed Per Mile Tri-Cities, Illinois 64.34 64.34 64.34 64.34 64.34 64.34 64.34 64.34 64.34 64.34 Phase II Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase III Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Average Homes Passed Per Mile 64.34 64.34 64.34 64.34 64.34 64.34 64.34 64.34 64.34 64.34

Customers Per Mile 23.16 23.16 23.16 23.16 23.16 23.16 23.16 23.16 23.16 23.16

Commercial Units Passed Per Mile Tri-Cities, Illinois 9.96 9.96 9.96 9.96 9.96 9.96 9.96 9.96 9.96 9.96 Phase II Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase III Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Active Commercial Units Passed Per Mile 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 6 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Homes Passed - Customers

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Add Serviceable Homes Passed Total & by Franchise Area Begin Homes Passed 0 14,798 28,645 28,989 29,337 29,689 30,045 30,406 30,771 31,140 Tri-Cities, Illinois 14,798 13,847 344 348 352 356 361 365 369 374 Phase II Service Area 0 0 00000000 Phase III Service Area 0 0 00000000 Total Add Serviceable Homes Passed 14,798 13,847 344 348 352 356 361 365 369 374 End Homes Passed 14,798 28,645 28,989 29,337 29,689 30,045 30,406 30,771 31,140 31,514

Total Potenial Homes Passed by Franchise Area Tri-Cities, Illinois 14,798 28,645 28,989 29,337 29,689 30,045 30,406 30,771 31,140 31,514 Phase II Service Area 0 0 00000000 Phase III Service Area 0 0 00000000 End Homes Passed 14,798 28,645 28,989 29,337 29,689 30,045 30,406 30,771 31,140 31,514

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 7 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Homes Passed - Customers (Cont.)

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

End Customers by Franchise Area Tri-Cities, Illinois 5,327 10,312 10,436 10,561 10,688 10,816 10,946 11,077 11,210 11,345 Phase II Service Area 0 0 00000000 Phase III Service Area 0 0 00000000 Total Customers 5,327 10,312 10,436 10,561 10,688 10,816 10,946 11,077 11,210 11,345

Average Customers by Franchise Area Tri-Cities, Illinois 2,664 7,820 10,374 10,499 10,625 10,752 10,881 11,012 11,144 11,278 Phase II Service Area 0 0 00000000 Phase III Service Area 0 0 00000000 Total Average Customers 2,664 7,820 10,374 10,499 10,625 10,752 10,881 11,012 11,144 11,278

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 8 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Homes Passed - Customers (Cont.)

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Average Customers Percentage by Franchise Area Tri-Cities, Illinois 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% Phase II Service Area 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Phase III Service Area 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

New Plant Extensions Homes Constructed Tri-Cities, Illinois 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% Phase II Service Area 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% Phase III Service Area 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% Video Service Penetration - New Construction All 36.0% 36.0% 36.0% 36.0% 36.0% 36.0% 36.0% 36.0% 36.0% 36.0%

Video Service Penetration - Overall 36.0% 36.0% 36.0% 36.0% 36.0% 36.0% 36.0% 36.0% 36.0% 36.0%

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 9 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Homes Passed - Customers (Cont.)

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

New Construction Video Service Installs Tri-Cities, Illinois 5,327 4,985 124 125 127 128 130 131 133 135 Phase II Service Area 0 0 00000000 Phase III Service Area 0 0 00000000 Total New Construction Video Service Installs 5,327 4,985 124 125 127 128 130 131 133 135

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 10 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Homes Passed - Customers (Cont.)

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Video Services Reconnects Tri-Cities, Illinois 35 269 3,465 3,507 3,549 3,591 3,634 3,678 3,722 3,767 Phase II Service Area 0 0 00000000 Phase III Service Area 0 0 00000000 Total Basic Video Service Reconnects 35 269 3,465 3,507 3,549 3,591 3,634 3,678 3,722 3,767

Video Services Disconnects Tri-Cities, Illinois 35 269 3,465 3,507 3,549 3,591 3,634 3,678 3,722 3,767 Phase II Service Area 0 0 00000000 Phase III Service Area 0 0 00000000 Total Basic Video Service Disconnects 35 269 3,465 3,507 3,549 3,591 3,634 3,678 3,722 3,767

Video Service Customers Begin Basic Video Service Customers 0 5,327 10,312 10,436 10,561 10,688 10,816 10,946 11,077 11,210 Net Add Basic Video Service Customers 5,327 4,985 124 125 127 128 130 131 133 135 End Basic Video Service Customers 5,327 10,312 10,436 10,561 10,688 10,816 10,946 11,077 11,210 11,345 Average Basic Video Service Customers 2,664 9,169 10,374 10,499 10,625 10,752 10,881 11,012 11,144 11,278

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 11 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Homes Passed - Customers (Cont.)

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

High Speed Data Customers Begin High Speed Data Customers 0 923 3,514 3,575 3,639 3,705 3,773 3,844 3,917 3,993 Add High Speed Data Customers 939 2,741 289 296 302 309 316 323 331 338 High Speed Data Disconnects 16 150 228 232 236 241 245 250 255 260 End High Speed Data Customers 923 3,514 3,575 3,639 3,705 3,773 3,844 3,917 3,993 4,071 Average High Speed Data Customers 462 2,219 3,545 3,607 3,672 3,739 3,809 3,881 3,955 4,032 High Speed Data Penetration to Homes Passed 6.24% 12.27% 12.33% 12.40% 12.48% 12.56% 12.64% 12.73% 12.82% 12.92% High Speed Data Penetration to Subscribers 17.33% 34.08% 34.26% 34.45% 34.66% 34.88% 35.12% 35.36% 35.62% 35.88%

Commercial Customers Passed Begin Commercial Units Passed 0 2,291 4,434 4,488 4,541 4,596 4,651 4,707 4,763 4,821 Tri-Cities, Illinois 2,291 2,144 53 54 54 55 56 56 57 58 Phase II Service Area 0 0 00000000 Phase III Service Area 0 0 00000000 End Commercial Units Passed 2,291 4,434 4,488 4,541 4,596 4,651 4,707 4,763 4,821 4,878 Total Add Commercial Unites Passed 2,291 2,144 53 54 54 55 56 56 57 58

Video Service Penetration - Commercial Units 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% Begin Commercial Unit Video Customers 0 115 222 224 227 230 233 235 238 241 Commercial Units Video Added Customers 115 107 33333333 Ending Commercial Video Units Customers 115 222 224 227 230 233 235 238 241 244 Average Commercial Video Units 57 168 223 226 228 231 234 237 240 242 Average Commercial Video Penetration to Units Passed 2.5% 3.8% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% Average FCC Equivalent Commercial Units 6 42 46 47 46 45 45 45 44 44

Total Average Equivalent Video Customers 2,670 9,210 10,420 10,545 10,670 10,797 10,927 11,056 11,188 11,322

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 46 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Service Penetration

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Basic 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% Expanded Basic 97.00% 97.00% 97.00% 97.00% 97.00% 97.00% 97.00% 97.00% 97.00% 97.00% Business Basic 0.20% 0.20% 0.20% 0.20% 0.20% 0.20% 0.20% 0.20% 0.20% 0.20% Line Maintenance Plan 65.00% 65.00% 65.00% 65.00% 65.00% 65.00% 65.00% 65.00% 65.00% 65.00% Set Top with Remote 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% Additional Digital Converter 7.00% 7.00% 7.00% 7.00% 7.00% 7.00% 7.00% 7.00% 7.00% 7.00% HBO Analog Only 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% HBO Digital Group 8.00% 8.00% 8.00% 8.00% 8.00% 8.00% 8.00% 8.00% 8.00% 8.00% Cinemax Digital Group 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% Showtime Digital Group 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% The Movie Channel Digital Group 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% Starz/Encore Group 12.50% 12.50% 12.50% 12.50% 12.50% 12.50% 12.50% 12.50% 12.50% 12.50% Encore 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Showtime Digital Combo (Show, TMC, Flix & Sundance) 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% HBO Digital Group/Cinemax Digital Group 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% Digital Basic Tier with Music Choice 24.00% 24.00% 24.00% 24.00% 24.00% 24.00% 24.00% 24.00% 24.00% 24.00% Video on Demand Movies & Events 11.00% 11.00% 11.00% 11.00% 11.00% 11.00% 11.00% 11.00% 11.00% 11.00% Advertising Sales 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% Open 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Open 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Open 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Late Charges 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% Pay Per View Movies 40.00% 40.00% 40.00% 40.00% 40.00% 40.00% 40.00% 40.00% 40.00% 40.00% Pay Per View Channels 6 6 66666666

Commercial Basic 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% Commercial HBO 20.00% 20.00% 20.00% 20.00% 20.00% 20.00% 20.00% 20.00% 20.00% 20.00% Commercial Pay Per View 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 47 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Service Penetration (Cont.)

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Residential Standard High Speed Data - Level 1 0.75% 0.75% 0.75% 0.75% 0.75% 0.75% 0.75% 0.75% 0.75% 0.75% Silver High Speed Data - Level 2 1.95% 3.70% 4.60% 5.50% 6.40% 7.30% 8.20% 9.10% 10.00% 10.90% Gold & Platnimum High Speed Data - Level 3 1.42% 1.42% 1.42% 1.42% 1.42% 1.42% 1.42% 1.42% 1.42% 1.42% High Speed Data - New Installations - New Market 4.12% 5.87% 6.77% 7.67% 8.57% 9.47% 10.37% 11.27% 12.17% 13.07%

High Speed Data - Level 1 - Remarket 0.11% 0.11% 0.21% 0.21% 0.21% 0.21% 0.21% 0.21% 0.21% 0.21% High Speed Data - Level 2 - Remarket 0.29% 0.29% 0.39% 0.39% 0.39% 0.39% 0.39% 0.39% 0.39% 0.39% High Speed Data - Level 3 - Remarket 0.21% 0.21% 0.31% 0.31% 0.31% 0.31% 0.31% 0.31% 0.31% 0.31% High Speed Data - New Installations - Remarket 0.62% 0.62% 0.92% 0.92% 0.92% 0.92% 0.92% 0.92% 0.92% 0.92%

High Speed Data Penetration to Homes Passed 6.24% 12.27% 12.33% 12.40% 12.48% 12.56% 12.64% 12.73% 12.82% 12.92% Residential Modem Rental 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

Commercial Standard Business High Speed Data - Level 1 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% Standard Business High Speed Data - Level 2 0.98% 0.98% 0.98% 0.98% 0.98% 0.98% 0.98% 0.98% 0.98% 0.98% Business Plus High Speed Data - Level 1 1.46% 1.46% 1.46% 1.46% 1.46% 1.46% 1.46% 1.46% 1.46% 1.46% Business Plus High Speed Data - Level 2 1.95% 1.95% 1.95% 1.95% 1.95% 1.95% 1.95% 1.95% 1.95% 1.95% Business Elite High Speed Data - Level 1 2.43% 2.43% 2.43% 2.43% 2.43% 2.43% 2.43% 2.43% 2.43% 2.43% Business Elite High Speed Data - Level 2 2.91% 2.91% 2.91% 2.91% 2.91% 2.91% 2.91% 2.91% 2.91% 2.91% Direct Business High Speed Data - Level 1 3.39% 3.39% 3.39% 3.39% 3.39% 3.39% 3.39% 3.39% 3.39% 3.39% Direct Business High Speed Data - Level 2 3.88% 3.88% 3.88% 3.88% 3.88% 3.88% 3.88% 3.88% 3.88% 3.88% Commercial High Speed Data - New Installations 17.50% 17.50% 17.50% 17.50% 17.50% 17.50% 17.50% 17.50% 17.50% 17.50% Commercial High Speed Data - To Units Passed 17.50% 17.50% 17.50% 17.50% 17.50% 17.50% 17.50% 17.50% 17.50% 17.50%

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 44 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Customer Rate Summary

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Basic $131.40 $131.40 $135.34 $139.40 $143.58 $147.89 $152.33 $156.90 $161.61 $166.45 Expanded Basic $264.00 $264.00 $271.92 $280.08 $288.48 $297.13 $306.05 $315.23 $324.69 $334.43 Business Basic $395.40 $395.40 $407.26 $419.48 $432.06 $445.03 $458.38 $472.13 $486.29 $500.88 Line Maintenance Plan $23.40 $23.40 $24.10 $24.83 $25.57 $26.34 $27.13 $27.94 $28.78 $29.64 Set Top with Remote $12.00 $12.00 $12.36 $12.73 $13.11 $13.51 $13.91 $14.33 $14.76 $15.20 Additional Digital Converter $71.40 $71.40 $73.54 $75.75 $78.02 $80.36 $82.77 $85.26 $87.81 $90.45 HBO Analog Only $143.40 $143.40 $143.40 $147.70 $147.70 $147.70 $152.13 $152.13 $152.13 $156.70 HBO Digital Group $143.40 $143.40 $143.40 $147.70 $147.70 $147.70 $152.13 $152.13 $152.13 $156.70 Cinemax Digital Group $119.40 $119.40 $119.40 $122.98 $122.98 $122.98 $126.67 $126.67 $126.67 $130.47 Showtime Digital Group $131.40 $131.40 $131.40 $135.34 $135.34 $135.34 $139.40 $139.40 $139.40 $143.58 The Movie Channel Digital Group $107.40 $107.40 $107.40 $110.62 $110.62 $110.62 $113.94 $113.94 $113.94 $117.36 Starz/Encore Group $131.40 $131.40 $131.40 $135.34 $135.34 $135.34 $139.40 $139.40 $139.40 $143.58 Encore $71.40 $71.40 $71.40 $73.54 $73.54 $73.54 $75.75 $75.75 $75.75 $78.02 Showtime Digital Combo (Show, TMC, Flix & Sundance) $155.40 $155.40 $155.40 $160.06 $160.06 $160.06 $164.86 $164.86 $164.86 $169.81 HBO Digital Group/Cinemax Digital Group $234.00 $234.00 $234.00 $241.02 $241.02 $241.02 $248.25 $248.25 $248.25 $255.70 Digital Basic Tier with Music Choice $131.40 $131.40 $131.40 $135.34 $135.34 $135.34 $139.40 $139.40 $139.40 $143.58 Video on Demand Movies & Events $132.00 $132.00 $132.00 $135.96 $135.96 $135.96 $140.04 $140.04 $140.04 $144.24 Advertising Sales $30.00 $30.00 $30.00 $30.90 $30.90 $30.90 $31.83 $31.83 $31.83 $32.78 Late Charges $35.40 $35.40 $35.40 $36.46 $36.46 $36.46 $37.56 $37.56 $37.56 $38.68 Pay Per View Movies $47.40 $47.40 $47.40 $48.82 $48.82 $48.82 $50.29 $50.29 $50.29 $51.80 Pay Per View Channels 30 30 30 30 30 30 30 30 30 30

Commercial Basic $84.00 $84.00 $84.00 $86.52 $86.52 $86.52 $89.12 $89.12 $89.12 $91.79 Commercial HBO $60.00 $60.00 $60.00 $61.80 $61.80 $61.80 $63.65 $63.65 $63.65 $65.56 Commercial Pay Per View $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 45 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Customer Rate Summary (Cont.)

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Residential Standard High Speed Data - Level 1 $323.40 $323.40 $323.40 $333.10 $333.10 $333.10 $343.10 $343.10 $343.10 $353.39 Silver High Speed Data - Level 2 $419.40 $419.40 $419.40 $431.98 $431.98 $431.98 $444.94 $444.94 $444.94 $458.29 Gold & Platnimum High Speed Data - Level 3 $659.40 $659.40 $659.40 $679.18 $679.18 $679.18 $699.56 $699.56 $699.56 $720.54 Residential Modem Rental $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Residential Service Activation $50.00 $50.00 $50.00 $50.00 $50.00 $50.00 $50.00 $50.00 $50.00 $50.00 Ethernet Card and Installation $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00

Commercial Standard Business High Speed Data - Level 1 $599.40 $599.40 $599.40 $617.38 $617.38 $617.38 $635.90 $635.90 $635.90 $654.98 Standard Business High Speed Data - Level 2 $839.40 $839.40 $839.40 $864.58 $864.58 $864.58 $890.52 $890.52 $890.52 $917.24 Business Plus High Speed Data - Level 1 $1,079.40 $1,079.40 $1,079.40 $1,111.78 $1,111.78 $1,111.78 $1,145.14 $1,145.14 $1,145.14 $1,179.49 Business Plus High Speed Data - Level 2 $1,199.40 $1,199.40 $1,199.40 $1,235.38 $1,235.38 $1,235.38 $1,272.44 $1,272.44 $1,272.44 $1,310.62 Business Elite High Speed Data - Level 1 $1,559.40 $1,559.40 $1,559.40 $1,606.18 $1,606.18 $1,606.18 $1,654.37 $1,654.37 $1,654.37 $1,704.00 Business Elite High Speed Data - Level 2 $2,039.40 $2,039.40 $2,039.40 $2,100.58 $2,100.58 $2,100.58 $2,163.60 $2,163.60 $2,163.60 $2,228.51 Direct Business High Speed Data - Level 1 $2,700.00 $2,700.00 $2,700.00 $2,781.00 $2,781.00 $2,781.00 $2,864.43 $2,864.43 $2,864.43 $2,950.36 Direct Business High Speed Data - Level 2 $5,700.00 $5,700.00 $5,700.00 $5,871.00 $5,871.00 $5,871.00 $6,047.13 $6,047.13 $6,047.13 $6,228.54

Standard Business High Speed Data - Level 1 - Setup $200.00 $200.00 $200.00 $200.00 $200.00 $200.00 $200.00 $200.00 $200.00 $200.00 Standard Business High Speed Data - Level 2 - Setup $225.00 $225.00 $225.00 $225.00 $225.00 $225.00 $225.00 $225.00 $225.00 $225.00 Business Plus High Speed Data - Level 1 - Setup $750.00 $750.00 $750.00 $750.00 $750.00 $750.00 $750.00 $750.00 $750.00 $750.00 Business Plus High Speed Data - Level 2 - Setup $775.00 $775.00 $775.00 $775.00 $775.00 $775.00 $775.00 $775.00 $775.00 $775.00 Business Elite High Speed Data - Level 1 - Setup $1,125.00 $1,125.00 $1,125.00 $1,125.00 $1,125.00 $1,125.00 $1,125.00 $1,125.00 $1,125.00 $1,125.00 Business Elite High Speed Data - Level 2 - Setup $1,150.00 $1,150.00 $1,150.00 $1,150.00 $1,150.00 $1,150.00 $1,150.00 $1,150.00 $1,150.00 $1,150.00 Direct Business High Speed Data - Level 1 - Setup $1,500.00 $1,500.00 $1,500.00 $1,500.00 $1,500.00 $1,500.00 $1,500.00 $1,500.00 $1,500.00 $1,500.00 Direct Business High Speed Data - Level 2 - Setup $1,525.00 $1,525.00 $1,525.00 $1,525.00 $1,525.00 $1,525.00 $1,525.00 $1,525.00 $1,525.00 $1,525.00

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 48 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Average Customer Rate Summary

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Basic $131.40 $131.40 $135.34 $139.40 $143.58 $147.89 $152.33 $156.90 $161.61 $166.45 Expanded Basic $256.08 $256.08 $263.76 $271.68 $279.83 $288.22 $296.87 $305.77 $314.95 $324.39 Business Basic $0.79 $0.79 $0.81 $0.84 $0.86 $0.89 $0.92 $0.94 $0.97 $1.00 Line Maintenance Plan $15.21 $15.21 $15.67 $16.14 $16.62 $17.12 $17.63 $18.16 $18.71 $19.27 Set Top with Remote $0.12 $0.12 $0.12 $0.13 $0.13 $0.14 $0.14 $0.14 $0.15 $0.15 HBO Analog Only $21.51 $21.51 $21.51 $22.16 $22.16 $22.16 $22.82 $22.82 $22.82 $23.50 HBO Digital Group $11.47 $11.47 $11.47 $11.82 $11.82 $11.82 $12.17 $12.17 $12.17 $12.54 Cinemax Digital Group $7.16 $7.16 $7.16 $7.38 $7.38 $7.38 $7.60 $7.60 $7.60 $7.83 Showtime Digital Group $7.88 $7.88 $7.88 $8.12 $8.12 $8.12 $8.36 $8.36 $8.36 $8.62 The Movie Channel Digital Group $5.37 $5.37 $5.37 $5.53 $5.53 $5.53 $5.70 $5.70 $5.70 $5.87 Starz/Encore Group $16.43 $16.43 $16.43 $16.92 $16.92 $16.92 $17.43 $17.43 $17.43 $17.95 Encore $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Showtime Digital Combo (Show, TMC, Flix & Sundance) $23.31 $23.31 $23.31 $24.01 $24.01 $24.01 $24.73 $24.73 $24.73 $25.47 HBO Digital Group/Cinemax Digital Group $11.70 $11.70 $11.70 $12.05 $12.05 $12.05 $12.41 $12.41 $12.41 $12.78 Digital Basic Tier with Music Choice $31.54 $31.54 $31.54 $32.48 $32.48 $32.48 $33.46 $33.46 $33.46 $34.46 Video on Demand Movies & Events $14.52 $14.52 $14.52 $14.96 $14.96 $14.96 $15.40 $15.40 $15.40 $15.87 Advertising Sales $30.00 $30.00 $30.00 $30.90 $30.90 $30.90 $31.83 $31.83 $31.83 $32.78 Open $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Open $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Open $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Late Charges $1.77 $1.77 $1.77 $1.82 $1.82 $1.82 $1.88 $1.88 $1.88 $1.93 Pay Per View Movies $18.96 $18.96 $18.96 $19.53 $19.53 $19.53 $20.11 $20.11 $20.11 $20.72

Commercial Basic $84.00 $84.00 $84.00 $86.52 $86.52 $86.52 $89.12 $89.12 $89.12 $91.79 Commercial HBO $12.00 $12.00 $12.00 $12.36 $12.36 $12.36 $12.73 $12.73 $12.73 $13.11 Commercial Pay Per View $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 26 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Customer Revenue

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Basic $181,344 $1,204,746 $1,404,068 $1,463,545 $1,525,540 $1,590,162 $1,657,522 $1,727,734 $1,800,921 $1,877,208 Expanded Basic $353,414 $2,347,878 $2,736,330 $2,852,241 $2,973,062 $3,099,001 $3,230,275 $3,367,109 $3,509,740 $3,658,413 Business Basic $1,091 $7,250 $8,450 $8,808 $9,181 $9,570 $9,975 $10,398 $10,838 $11,298 Line Maintenance Plan $20,991 $139,453 $162,526 $169,410 $176,587 $184,067 $191,864 $199,991 $208,463 $217,293 Set Top with Remote $166 $1,100 $1,282 $1,337 $1,393 $1,452 $1,514 $1,578 $1,645 $1,714 HBO Analog Only $29,686 $197,215 $223,150 $232,602 $235,393 $238,218 $248,309 $251,289 $254,304 $265,077 HBO Digital Group $15,832 $105,181 $119,013 $124,055 $125,543 $127,050 $132,431 $134,021 $135,629 $141,374 Cinemax Digital Group $9,887 $65,683 $74,321 $77,469 $78,399 $79,340 $82,700 $83,693 $84,697 $88,285 Showtime Digital Group $10,881 $72,285 $81,790 $85,255 $86,278 $87,313 $91,012 $92,104 $93,209 $97,158 The Movie Channel Digital Group $7,411 $49,235 $55,710 $58,069 $58,766 $59,471 $61,991 $62,735 $63,487 $66,177 Starz/Encore Group $22,668 $150,593 $170,397 $177,615 $179,746 $181,903 $189,608 $191,884 $194,186 $202,412 Encore $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Showtime Digital Combo (Show, TMC, Flix & Sundance) $32,170 $213,719 $241,823 $252,067 $255,092 $258,153 $269,088 $272,317 $275,585 $287,259 HBO Digital Group/Cinemax Digital Group $16,147 $107,272 $121,378 $126,520 $128,038 $129,575 $135,064 $136,684 $138,324 $144,184 Digital Basic Tier with Music Choice $43,523 $289,139 $327,162 $341,020 $345,112 $349,254 $364,048 $368,417 $372,838 $388,631 Video on Demand Movies & Events $20,039 $133,127 $150,634 $157,015 $158,899 $160,806 $167,617 $169,629 $171,664 $178,936 Advertising Sales $41,403 $275,056 $311,227 $324,410 $328,303 $332,243 $346,317 $350,472 $354,678 $369,702 Open $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Open $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Open $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Late Charges $2,443 $16,228 $18,362 $19,140 $19,370 $19,602 $20,433 $20,678 $20,926 $21,812 Pay Per View Movies $26,167 $173,835 $196,695 $205,027 $207,488 $209,977 $218,872 $221,499 $224,157 $233,652 Total Basic Customer Revenue $842,160 $5,594,822 $6,457,724 $6,731,273 $6,950,217 $7,177,641 $7,481,686 $7,727,948 $7,983,793 $8,321,987 Franchise Fees $42,108 $279,741 $322,886 $336,564 $347,511 $358,882 $374,084 $386,397 $399,190 $416,099 FCC Regulatory Fee $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Sales Tax $50,530 $335,689 $387,463 $403,876 $417,013 $430,658 $448,901 $463,677 $479,028 $499,319 Gross Basic Customer Revenue $934,798 $6,210,252 $7,168,074 $7,471,713 $7,714,741 $7,967,182 $8,304,672 $8,578,022 $8,862,010 $9,237,405

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 39 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Residential High Speed Data Revenue and Expenses

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Revenue Standard High Speed Data - Level 1 $12,886 $129,736 $197,482 $211,418 $219,192 $226,745 $241,116 $248,489 $255,683 $270,591 Silver High Speed Data - Level 2 $43,449 $513,713 $752,407 $782,055 $790,629 $800,648 $836,428 $849,582 $864,090 $906,308 Gold & Platnimum High Speed Data - Level 3 $49,571 $499,072 $751,714 $789,070 $803,722 $818,238 $857,616 $872,341 $886,977 $928,584 Residential Modem Rental $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Recurring High Speed Data Revenue $105,906 $1,142,520 $1,701,603 $1,782,544 $1,813,543 $1,845,631 $1,935,159 $1,970,413 $2,006,749 $2,105,483 Franchise Fees $5,295 $57,126 $85,080 $89,127 $90,677 $92,282 $96,758 $98,521 $100,337 $105,274 Sales Tax $6,354 $68,551 $102,096 $106,953 $108,813 $110,738 $116,110 $118,225 $120,405 $126,329 High Speed Data Installation Revenue $46,929 $137,065 $14,458 $14,788 $15,124 $15,466 $15,813 $16,167 $16,528 $16,894 Total Residential High Speed Data Revenue $164,484 $1,405,262 $1,903,237 $1,993,411 $2,028,156 $2,064,116 $2,163,840 $2,203,325 $2,244,019 $2,353,980

Expense Salaries - Technical $46,042 $114,373 $133,900 $137,800 $141,700 $145,951 $150,330 $154,839 $159,485 $164,269 Payroll Taxes $7,509 $18,654 $21,839 $22,475 $23,111 $23,805 $24,519 $25,254 $26,012 $26,792 Benefits $23,481 $58,330 $68,289 $70,278 $72,267 $74,435 $76,668 $78,968 $81,337 $83,777 Vehicles $8,075 $20,059 $20,661 $21,281 $21,919 $22,577 $23,254 $23,952 $24,670 $25,410 Mobile Communications $6,375 $15,836 $16,311 $16,801 $17,305 $17,824 $18,359 $18,909 $19,477 $20,061 Office Expenses $2,400 $2,472 $2,546 $2,623 $2,701 $2,782 $2,866 $2,952 $3,040 $3,131 Miscellaneous $3,000 $3,090 $3,183 $3,278 $3,377 $3,478 $3,582 $3,690 $3,800 $3,914 Franchise Fees $5,295 $57,126 $85,080 $89,127 $90,677 $92,282 $96,758 $98,521 $100,337 $105,274 Sales Tax $6,354 $68,551 $102,096 $106,953 $108,813 $110,738 $116,110 $118,225 $120,405 $126,329 Help Desk Support $10,494 $114,379 $170,143 $173,130 $176,239 $179,466 $182,811 $186,272 $189,848 $193,537 High Speed Data/Telecommunications Circuits - T-1 $5,929 $75,435 $122,368 $122,368 $122,368 $122,368 $122,368 $122,368 $122,368 $122,368 Total Other Services Expense $124,954 $548,306 $746,417 $766,114 $780,476 $795,705 $817,624 $833,950 $850,780 $874,864

Total Other Services Cash Flow $39,530 $856,957 $1,156,820 $1,227,298 $1,247,680 $1,268,411 $1,346,216 $1,369,375 $1,393,239 $1,479,116

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 31 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Commercial Video and High Speed Data Revenue & Expenses

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Revenue Commercial Basic $2,492 $16,559 $18,736 $19,530 $19,764 $20,001 $20,849 $21,099 $21,352 $22,256 Commercial HBO $356 $2,366 $2,677 $2,790 $2,823 $2,857 $2,978 $3,014 $3,050 $3,179 Commercial Pay Per View $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Commercial High Speed Data $273,100 $1,814,321 $2,052,909 $2,139,871 $2,165,549 $2,191,536 $2,284,369 $2,311,782 $2,339,523 $2,438,625 Total Commercial Revenue $275,949 $1,833,245 $2,074,322 $2,162,190 $2,188,137 $2,214,394 $2,308,196 $2,335,894 $2,363,925 $2,464,061 Franchise Fees $13,797 $91,662 $103,716 $108,110 $109,407 $110,720 $115,410 $116,795 $118,196 $123,203 Sales Tax $16,557 $109,995 $124,459 $129,731 $131,288 $132,864 $138,492 $140,154 $141,836 $147,844 FCC Regulatory Fee $4 $25 $28 $28 $27 $27 $27 $27 $26 $27 Total Gross Commercial Recurring Revenue $306,303 $2,034,902 $2,302,525 $2,400,059 $2,428,859 $2,458,005 $2,562,125 $2,592,870 $2,623,983 $2,735,134

Standard Business High Speed Data - Level 1 - Setup $2,291 $2,144 $53 $54 $54 $55 $56 $56 $57 $58 Standard Business High Speed Data - Level 2 - Setup $5,063 $4,737 $118 $119 $120 $122 $123 $125 $126 $128 Business Plus High Speed Data - Level 1 - Setup $25,162 $23,545 $584 $591 $599 $606 $613 $620 $628 $635 Business Plus High Speed Data - Level 2 - Setup $34,562 $32,341 $803 $812 $822 $832 $842 $852 $862 $873 Business Elite High Speed Data - Level 1 - Setup $62,599 $58,576 $1,454 $1,472 $1,489 $1,507 $1,525 $1,543 $1,562 $1,581 Business Elite High Speed Data - Level 2 - Setup $76,695 $71,766 $1,782 $1,803 $1,825 $1,846 $1,869 $1,891 $1,914 $1,937 Direct Business High Speed Data - Level 1 - Setup $116,607 $109,114 $2,709 $2,741 $2,774 $2,807 $2,841 $2,875 $2,910 $2,945 Direct Business High Speed Data - Level 2 - Setup $135,398 $126,697 $3,145 $3,183 $3,221 $3,260 $3,299 $3,338 $3,378 $3,419 Commercial High Speed Data Install Revenue $458,376 $428,920 $10,648 $10,775 $10,905 $11,035 $11,168 $11,302 $11,438 $11,575 Gross Commercial Revenue $764,680 $2,463,822 $2,313,173 $2,410,835 $2,439,764 $2,469,040 $2,573,293 $2,604,172 $2,635,421 $2,746,709

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 32 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Commercial Revenue & Expenses (Cont.)

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Programming Expenses Commercial Basic $1,002 $6,856 $7,990 $8,328 $8,681 $9,049 $9,432 $9,832 $10,248 $10,682 Commercial HBO $600 $4,105 $4,784 $4,986 $5,198 $5,418 $5,647 $5,887 $6,136 $6,396 Commercial Pay Per View $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Guide Channel $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Programming Expenses $1,602 $10,960 $12,774 $13,315 $13,879 $14,467 $15,079 $15,718 $16,384 $17,078

G & A Expenses Salaries $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Commissions $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Payroll & Benefits $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Marketing Materials $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Hotel Commissions $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Maintenance & Repairs $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Vehicle Expense $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 General & Administration $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 System Power $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Communications $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Copyright Fees $1 $8 $9 $9 $10 $10 $10 $11 $11 $12 Franchise Fees $13,797 $91,662 $103,716 $108,110 $109,407 $110,720 $115,410 $116,795 $118,196 $123,203 Sales Tax $16,557 $109,995 $124,459 $129,731 $131,288 $132,864 $138,492 $140,154 $141,836 $147,844 FCC Regulatory Fee $4 $25 $28 $28 $27 $27 $27 $27 $26 $27 High Speed Data $27,939 $135,103 $131,228 $130,932 $138,779 $138,424 $138,052 $137,664 $137,262 $144,897 Help Desk Support $9,972 $66,246 $74,958 $75,857 $76,767 $77,688 $78,621 $79,564 $80,519 $81,485 Miscellaneous $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Commercial Expenses $68,270 $403,039 $434,398 $444,667 $456,278 $459,733 $470,612 $474,214 $477,850 $497,468

Commercial Operating Income $694,808 $2,049,822 $1,866,002 $1,952,853 $1,969,607 $1,994,841 $2,087,602 $2,114,239 $2,141,186 $2,232,164

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 33 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Telecommunications Revenue & Expenses

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Telecommunications Revenue Local Service Revenue $602,015 $4,246,536 $4,895,382 $5,140,315 $5,396,778 $5,666,915 $5,949,735 $6,247,708 $6,560,176 $6,888,457 Vertical Service Revenues $27,821 $195,064 $224,858 $236,141 $247,928 $260,331 $273,293 $287,045 $301,413 $316,395 Non-Recurring Charge Revenue $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Interstate Access Revenue $6,934 $48,798 $56,246 $59,070 $62,036 $65,128 $68,346 $71,794 $75,388 $79,176 Intrastate Access Revenue $526 $3,706 $4,274 $4,490 $4,714 $4,950 $5,194 $5,456 $5,730 $6,018 Interstate Toll Revenue $12,611 $88,729 $102,264 $107,400 $112,794 $118,416 $124,266 $130,536 $137,070 $143,958 Intrastate Toll Revenue $12,611 $88,729 $102,264 $107,400 $112,794 $118,416 $124,266 $130,536 $137,070 $143,958 Voice Mail Revenue $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 DS1 Data Revenue $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Wholesale Transport Revenue $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Operator Revenue $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Directory Assistance Revenue $2,260 $15,806 $18,221 $19,132 $20,086 $21,092 $22,145 $23,254 $24,417 $25,639 Yellow Page Revenue $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Universal Service Payments $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Telecommunications Revenue $664,778 $4,687,369 $5,403,510 $5,673,948 $5,957,130 $6,255,248 $6,567,245 $6,896,329 $7,241,263 $7,603,601 Franchise Fee $33,239 $234,368 $270,175 $283,697 $297,856 $312,762 $328,362 $344,816 $362,063 $380,180 Sales Tax $39,887 $281,242 $324,211 $340,437 $357,428 $375,315 $394,035 $413,780 $434,476 $456,216 Telecommunications Tax $38,868 $202,191 $232,050 $243,635 $255,711 $268,365 $281,556 $295,406 $309,869 $325,005 Less Bad Debt ($7,207) ($50,815) ($58,579) ($61,511) ($64,581) ($67,813) ($71,195) ($74,763) ($78,502) ($82,430) Net Telecommunications Revenue $769,565 $5,354,355 $6,171,367 $6,480,207 $6,803,544 $7,143,877 $7,500,004 $7,875,568 $8,269,169 $8,682,572

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 34 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Telecommunications Revenue & Expenses (Cont.)

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Cost of Goods Sold Wholesale Long Distance $11,094 $78,074 $89,992 $94,512 $99,258 $104,206 $109,354 $114,872 $120,622 $126,684 Operator Services $904 $6,322 $7,288 $7,653 $8,034 $8,437 $8,858 $9,302 $9,767 $10,256 Switching $18,000 $18,000 $18,000 $18,000 $18,000 $18,000 $18,000 $18,000 $18,000 $18,000 Total Cost of Goods Sold $29,998 $102,396 $115,280 $120,165 $125,292 $130,643 $136,212 $142,174 $148,389 $154,940

Facility Based Engineering Salary & Wages $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Switching Salary & Wages $31,063 $63,990 $131,819 $135,773 $139,846 $144,042 $148,363 $152,814 $157,398 $162,120 Field Services Salary & Wages $40,466 $199,137 $228,961 $235,830 $242,905 $312,740 $322,122 $331,786 $341,739 $422,390 Customer Provisioning Salary & Wages $28,665 $81,809 $87,431 $90,054 $92,755 $95,538 $98,404 $145,424 $149,787 $154,280 Benefits and Taxes $35,068 $120,727 $156,874 $161,580 $166,427 $193,312 $199,111 $220,508 $227,124 $258,577 Vehicle Expense $12,825 $42,750 $57,000 $57,000 $57,000 $62,700 $62,700 $68,400 $68,400 $74,100 Tools & Equipment $1,500 $5,500 $7,200 $7,200 $7,200 $8,400 $8,400 $8,400 $8,400 $9,600 Network Occupancy $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Computer $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Switching Expense $14,085 $86,189 $99,528 $104,508 $109,728 $115,224 $120,972 $127,032 $133,392 $140,052 Access Node Expense $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Network Maintenance $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Trunk Expense $19,580 $89,992 $39,984 $39,984 $39,984 $39,984 $39,984 $39,984 $44,976 $44,976 Number Portability $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Local Interconnection $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Internet Transport $19,200 $28,800 $8,000 $8,000 $8,000 $8,000 $8,000 $8,000 $8,000 $8,000 Engineering $20,451 $21,012 $21,642 $22,292 $22,960 $23,649 $24,359 $25,089 $25,842 $26,617 Total Facility Based $222,903 $739,905 $838,438 $862,220 $886,806 $1,003,589 $1,032,415 $1,127,438 $1,165,058 $1,300,713

Sales & Marketing and Customer Operations Sales & Marketing Salary, Wages & Commissions $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Sales & Marketing Commissions $77,315 $72,346 $7,483 $7,857 $8,250 $8,663 $9,096 $9,550 $10,028 $10,529 Benefits and Taxes $27,060 $25,321 $2,619 $2,750 $2,888 $3,032 $3,183 $3,343 $3,510 $3,685 Customer Operations Salary & Wages $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Advertising & Marketing $6,000 $6,000 $6,180 $6,365 $6,556 $6,753 $6,956 $7,164 $7,379 $7,601 Billing $12,180 $62,480 $71,292 $74,741 $78,364 $82,137 $86,084 $90,276 $94,643 $99,257 Total Commercial & Marketing $122,555 $166,147 $87,574 $91,714 $96,058 $100,585 $105,318 $110,334 $115,560 $121,072

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 35 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Telecommunications Revenue & Expenses (Cont.)

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

General & Administrative Executive Administration Salary & Wages $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Operations Salary & Wages $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Benefits and Taxes $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Travel $2,400 $2,472 $2,546 $2,623 $2,701 $2,782 $2,866 $2,952 $3,040 $3,131 Audit Fees and Accounting $18,000 $18,540 $19,096 $19,669 $20,259 $20,867 $21,493 $22,138 $22,802 $23,486 Occupancy Expense $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Telecommunications Expense $2,400 $2,472 $2,546 $2,623 $2,701 $2,782 $2,866 $2,952 $3,040 $3,131 Property Insurance $1,800 $1,854 $1,910 $1,967 $2,026 $2,087 $2,149 $2,214 $2,280 $2,349 Liability Insurance $1,800 $1,854 $1,910 $1,967 $2,026 $2,087 $2,149 $2,214 $2,280 $2,349 General Expense $1,200 $1,236 $1,273 $1,311 $1,351 $1,391 $1,433 $1,476 $1,520 $1,566 Corporate Services $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 General Accounting $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Human Resources $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Legal Expense $18,000 $18,000 $18,900 $19,845 $20,837 $21,879 $22,973 $24,122 $25,328 $26,594 Consultants $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Other Gen & Admin $5,300 $5,600 $5,880 $6,174 $6,483 $6,807 $7,147 $7,505 $7,880 $8,274 Total Administrative $50,900 $52,028 $54,061 $56,178 $58,384 $60,682 $63,076 $65,571 $68,170 $70,880 Franchise Fees $33,239 $234,368 $270,175 $283,697 $297,856 $312,762 $328,362 $344,816 $362,063 $380,180 Sales Tax $39,887 $281,242 $324,211 $340,437 $357,428 $375,315 $394,035 $413,780 $434,476 $456,216 Telecommunications Tax $38,868 $202,191 $232,050 $243,635 $255,711 $268,365 $281,556 $295,406 $309,869 $325,005 Reimbursement $45,868 $183,481 $205,171 $210,838 $215,379 $259,802 $266,988 $300,441 $306,865 $359,171 Total Telecommunications Expenses $584,217 $1,961,760 $2,126,961 $2,208,885 $2,292,915 $2,511,742 $2,607,963 $2,799,958 $2,910,450 $3,168,176

Total Telecommunications Operating Income $185,348 $3,392,596 $4,044,406 $4,271,322 $4,510,629 $4,632,135 $4,892,041 $5,075,610 $5,358,719 $5,514,396

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 36 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Broadband Services Salary and Wage Variables Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Operations Management Vice President Operations $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Director of Operations $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Executive Expenses $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Engineering Engineers $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Technician $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Engineering Total $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Switching Switch Manager $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Switch Technicians $27,011 $55,643 $114,625 $118,064 $121,606 $125,254 $129,011 $132,882 $136,868 $140,974 Overtime $4,052 $8,346 $17,194 $17,710 $18,241 $18,788 $19,352 $19,932 $20,530 $21,146 Switch Total $31,063 $63,990 $131,819 $135,773 $139,846 $144,042 $148,363 $152,814 $157,398 $162,120 Field Services Supervisor $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Field Techs $35,188 $173,162 $199,097 $205,069 $211,221 $271,948 $280,106 $288,509 $297,165 $367,295 Overtime $5,278 $25,974 $29,864 $30,760 $31,683 $40,792 $42,016 $43,276 $44,575 $55,094 Field Services Total $40,466 $199,137 $228,961 $235,830 $242,905 $312,740 $322,122 $331,786 $341,739 $422,390 Customer Provisioning Supervisor $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Customer Provisioning Reps $17,916 $70,737 $76,027 $78,308 $80,657 $83,076 $85,569 $132,204 $136,170 $140,255 Overtime $10,749 $11,072 $11,404 $11,746 $12,099 $12,461 $12,835 $13,220 $13,617 $14,025 Customer Provisioning Total $28,665 $81,809 $87,431 $90,054 $92,755 $95,538 $98,404 $145,424 $149,787 $154,280 Sales & Marketing Director $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 SAM's $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 AM's $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Tech Consultant $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Marketing Specialist $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Bridge payments $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Sales & Marketing $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Customer Operations Manager $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Specialist $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Customer Operations $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Executive Administration Senior Vice President $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Financial Manager $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Administration $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Salaries & Wages $100,194 $344,935 $448,210 $461,657 $475,506 $552,320 $568,889 $630,024 $648,924 $738,790 Commissions $77,315 $72,346 $7,483 $7,857 $8,250 $8,663 $9,096 $9,550 $10,028 $10,529 Broadband Services Total Salaries, Wages & Commissions $177,508 $417,281 $455,693 $469,514 $483,756 $560,982 $577,985 $639,574 $658,952 $749,320

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 37 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Broadband Servies Salary and Wage Variables (Cont.)

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Network operations Vp Operations $160,800 $165,624 $170,593 $175,711 $180,982 $186,411 $192,004 $197,764 $203,697 $209,808 Director $100,800 $103,824 $106,939 $110,147 $113,451 $116,855 $120,360 $123,971 $127,690 $131,521 Engineers $65,496 $67,461 $69,485 $71,570 $73,717 $75,928 $78,206 $80,552 $82,969 $85,458 Technician $45,000 $45,113 $46,466 $47,860 $49,296 $50,775 $52,298 $53,867 $55,483 $57,147

Switch Mngr $85,470 $88,034 $90,675 $93,395 $96,197 $99,083 $102,056 $105,117 $108,271 $111,519 Switch Techs $54,023 $55,643 $57,312 $59,032 $60,803 $62,627 $64,506 $66,441 $68,434 $70,487 Overtime $8,103 $8,346 $8,597 $8,855 $9,120 $9,394 $9,676 $9,966 $10,265 $10,573 Total switching

Supervisor $65,835 $67,810 $69,844 $71,940 $74,098 $76,321 $78,610 $80,969 $83,398 $85,900 Field Techs $46,917 $48,324 $49,774 $51,267 $52,805 $54,390 $56,021 $57,702 $59,433 $61,216 Overtime $7,038 $7,249 $7,466 $7,690 $7,921 $8,158 $8,403 $8,655 $8,915 $9,182 Total Field Services

Supervisor $47,959 $49,398 $50,879 $52,406 $53,978 $55,597 $57,265 $58,983 $60,753 $62,575 Reps $35,831 $36,906 $38,013 $39,154 $40,328 $41,538 $42,784 $44,068 $45,390 $46,752 Overtime $5,375 $5,536 $5,702 $5,873 $6,049 $6,231 $6,418 $6,610 $6,808 $7,013 Total Provisioning

Sales & Marketing Director $141,300 $145,539 $149,905 $154,402 $159,034 $163,805 $168,720 $173,781 $178,995 $184,364 Sr Acct Mngr $65,625 $67,594 $69,622 $71,710 $73,862 $76,077 $78,360 $80,710 $83,132 $85,626 Acct Mngr $42,000 $43,260 $44,558 $45,895 $47,271 $48,690 $50,150 $51,655 $53,204 $54,800 Tech Consult $68,250 $70,298 $72,406 $74,579 $76,816 $79,120 $81,494 $83,939 $86,457 $89,051 Specialist $42,000 $43,260 $44,558 $45,895 $47,271 $48,690 $50,150 $51,655 $53,204 $54,800 Bridge Payments $36,000 $37,080 $38,192 $39,338 $40,518 $41,734 $42,986 $44,275 $45,604 $46,972

Customer Operations Manager $72,000 $74,160 $76,385 $78,676 $81,037 $83,468 $85,972 $88,551 $91,207 $93,944 Specialist $35,000 $36,050 $37,132 $38,245 $39,393 $40,575 $41,792 $43,046 $44,337 $45,667

Administration Sr VP $179,800 $185,194 $190,750 $196,472 $202,366 $208,437 $214,691 $221,131 $227,765 $234,598 Fin Mngr $66,000 $67,980 $70,019 $72,120 $74,284 $76,512 $78,807 $81,172 $83,607 $86,115

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 38 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Broadband Service Staffing

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Telecommunications Service Employees Switch Techs 1122222222 Overtime eligible 1 1 22222222 Field Techs 1 4 44455556 Overtime eligible 1 4 44455556 Provisioning Reps 1 2 22222333 Overtime eligible 2 2 22222222 Total Telecommunications Employees 4 8 10 10 10 11 11 12 12 13

Cable Service Employees General Managers 1 1 11111111 Office Manager 1 1 11111111 MIS Director 1 1 11111111 Customer Service Representatives 5 7 77777777 Support Staff 2 2 22222222 Technical Manager (s) 1 1 11111111 Headend Technicians 2 2 22222222 Construction Manager/Plant Manager 2 2 11111111 Broadband Service Technicians 3 5 55555555 Installer/Service Technician 4 4 44444444 Contract Installers 7 4 44444444 Marketing and Sales Manager 1 1 11111111 Contract Field Representatives 8 8 33333333 Total 41 43 37 37 37 37 37 37 37 37

Total Telecommunications and Cable Service Employees 45 51 47 47 47 48 48 49 49 50

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 49 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Program. Exp. Per Channel - Residential

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Limited Basic Headline News $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WBBM (2) CBS Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WGN (9) Chicago Local Off-Air $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WFLD (32) Fox Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WMAQ (5) Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WCIU (26) IND Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Local Community Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WLS (7) ABC Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WPWR (50) UPN Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WTTW (11) PBS Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WCPX (38) PAX Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 TV Guide Channel $1.20 $1.24 $1.27 $1.31 $1.35 $1.39 $1.43 $1.48 $1.52 $1.57 WGBO (66) Univision Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WSNS (44) Telemundo Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WYCC (22) PBS Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 TBS $3.36 $3.46 $3.56 $3.67 $3.78 $3.90 $4.01 $4.13 $4.26 $4.38 Local Govt/Educational/Public Access Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Total Limited Basic $4.56 $4.70 $4.84 $4.98 $5.13 $5.29 $5.44 $5.61 $5.78 $5.95

Standard Basic A & E $2.82 $2.90 $2.99 $3.08 $3.17 $3.27 $3.37 $3.47 $3.57 $3.68 American Movie Classics $3.06 $3.15 $3.25 $3.34 $3.44 $3.55 $3.65 $3.76 $3.88 $3.99 American's Health Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 America's Talking $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 America's Voice Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Animal Planet $1.84 $1.89 $1.95 $2.01 $2.07 $2.13 $2.19 $2.26 $2.33 $2.40 BET $1.80 $1.85 $1.91 $1.97 $2.03 $2.09 $2.15 $2.21 $2.28 $2.35 BET On Jazz $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Bloomberg Television $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Bravo $1.95 $2.01 $2.07 $2.13 $2.19 $2.26 $2.33 $2.40 $2.47 $2.54 Cable In the Classroom $0.04 $0.04 $0.05 $0.05 $0.05 $0.05 $0.05 $0.05 $0.05 $0.06 Cartoon Network $1.52 $1.57 $1.62 $1.67 $1.72 $1.77 $1.82 $1.87 $1.93 $1.99 CMTV $1.20 $1.24 $1.27 $1.31 $1.35 $1.39 $1.43 $1.48 $1.52 $1.57 CNBC $2.52 $2.60 $2.67 $2.75 $2.84 $2.92 $3.01 $3.10 $3.19 $3.29 CNN $4.60 $4.73 $4.88 $5.02 $5.17 $5.33 $5.49 $5.65 $5.82 $6.00

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 50 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Program. Exp. Per Channel - Residential

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Standard Basic (Cont.) CNNfn $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 CNNSI $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Comedy Central $1.98 $2.04 $2.10 $2.16 $2.23 $2.30 $2.36 $2.44 $2.51 $2.58 Court TV $1.68 $1.73 $1.78 $1.84 $1.89 $1.95 $2.01 $2.07 $2.13 $2.19 C-Span $0.72 $0.74 $0.76 $0.79 $0.81 $0.83 $0.86 $0.89 $0.91 $0.94 C-Span 2 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Discovery $3.79 $3.91 $4.02 $4.14 $4.27 $4.40 $4.53 $4.66 $4.80 $4.95 Disney $10.20 $10.51 $10.82 $11.15 $11.48 $11.82 $12.18 $12.54 $12.92 $13.31 Do It Yourself Network $0.72 $0.74 $0.76 $0.79 $0.81 $0.83 $0.86 $0.89 $0.91 $0.94 E! Entertainment $1.68 $1.73 $1.78 $1.84 $1.89 $1.95 $2.01 $2.07 $2.13 $2.19 Encore $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Encore MoviePlex $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 ESPN $21.76 $22.41 $23.08 $23.77 $24.49 $25.22 $25.98 $26.76 $27.56 $28.39 ESPN 2 $4.50 $4.64 $4.77 $4.92 $5.06 $5.22 $5.37 $5.53 $5.70 $5.87 ESPN News $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 ESPN Classic Sports $1.80 $1.85 $1.91 $1.97 $2.03 $2.09 $2.15 $2.21 $2.28 $2.35 EWTN $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Fit TV $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 ABC Family Channel $2.20 $2.26 $2.33 $2.40 $2.47 $2.55 $2.62 $2.70 $2.78 $2.87 Food Network $1.02 $1.05 $1.08 $1.11 $1.15 $1.18 $1.22 $1.25 $1.29 $1.33 Fox News $2.65 $2.73 $2.81 $2.89 $2.98 $3.07 $3.16 $3.25 $3.35 $3.45 fX $3.58 $3.68 $3.79 $3.91 $4.02 $4.15 $4.27 $4.40 $4.53 $4.67 fX Movies (no fX in system) $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Game Show Network $1.32 $1.36 $1.40 $1.44 $1.49 $1.53 $1.58 $1.62 $1.67 $1.72 Golf Channel $2.52 $2.60 $2.67 $2.75 $2.84 $2.92 $3.01 $3.10 $3.19 $3.29 Great American Country $0.42 $0.43 $0.45 $0.46 $0.47 $0.49 $0.50 $0.52 $0.53 $0.55 Headline News (Free with CNN) $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 History Channel $2.16 $2.22 $2.29 $2.36 $2.43 $2.50 $2.58 $2.66 $2.74 $2.82 Home & Garden TV $1.80 $1.85 $1.91 $1.97 $2.03 $2.09 $2.15 $2.21 $2.28 $2.35 Home Shopping Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Independent Film Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 International Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Inspirational Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Lifetime Movie Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Open $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 51 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Program. Exp. Per Channel - Residential

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Standard Basic (Cont.) Learning Channel $1.93 $1.66 $2.05 $2.11 $2.17 $2.24 $2.31 $2.38 $2.45 $2.52 Lifetime $3.48 $2.99 $3.69 $3.80 $3.92 $4.03 $4.16 $4.28 $4.41 $4.54 Military Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 MSNBC $1.56 $1.34 $1.66 $1.70 $1.76 $1.81 $1.86 $1.92 $1.98 $2.04 MTV $3.54 $3.65 $3.76 $3.87 $3.98 $4.10 $4.23 $4.35 $4.48 $4.62 Much Music $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 NASA TV $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 The National Network $3.72 $3.83 $3.95 $4.06 $4.19 $4.31 $4.44 $4.58 $4.71 $4.85 NET $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Newsport $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Nickelodeon $5.08 $5.23 $5.39 $5.55 $5.71 $5.88 $6.06 $6.24 $6.43 $6.62 Nostalgia $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Hallmark Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Outdoor Life Network $2.05 $2.11 $2.18 $2.24 $2.31 $2.38 $2.45 $2.52 $2.60 $2.68 The Outdoor Channel $0.86 $0.89 $0.92 $0.94 $0.97 $1.00 $1.03 $1.06 $1.09 $1.13 Ovation $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Oxygen $2.60 $2.68 $2.76 $2.85 $2.93 $3.02 $3.11 $3.20 $3.30 $3.40 Pax Family Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Product Information Network (PIN) $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 QVC $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Women's Entertainment (formerly Romance Classics) $1.68 $1.73 $1.78 $1.84 $1.89 $1.95 $2.01 $2.07 $2.13 $2.19 Sci-Fi Network $1.92 $1.98 $2.04 $2.10 $2.16 $2.23 $2.29 $2.36 $2.43 $2.51 Speed Channel $2.05 $2.11 $2.18 $2.24 $2.31 $2.38 $2.45 $2.52 $2.60 $2.68 Fox Sports Midwest $9.00 $9.27 $9.55 $9.83 $10.13 $10.43 $10.75 $11.07 $11.40 $11.74 Style $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 TBN $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 TBS $3.36 $3.46 $3.56 $3.67 $3.78 $3.90 $4.01 $4.13 $4.26 $4.38 TNT $8.64 $8.90 $9.17 $9.44 $9.72 $10.02 $10.32 $10.63 $10.94 $11.27 Toon Disney $1.08 $1.11 $1.15 $1.18 $1.22 $1.25 $1.29 $1.33 $1.37 $1.41 Travel Channel $0.84 $0.87 $0.89 $0.92 $0.95 $0.97 $1.00 $1.03 $1.06 $1.10 Turner Classic Movies $2.64 $2.72 $2.80 $2.88 $2.97 $3.06 $3.15 $3.25 $3.34 $3.44 Turner South $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Tech TV $0.84 $0.87 $0.89 $0.92 $0.95 $0.97 $1.00 $1.03 $1.06 $1.10 TV Land $1.20 $1.24 $1.27 $1.31 $1.35 $1.39 $1.43 $1.48 $1.52 $1.57 USA Network $4.80 $4.94 $5.09 $5.25 $5.40 $5.56 $5.73 $5.90 $6.08 $6.26

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 52 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Program. Exp. Per Channel - Residential

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Standard Basic (Cont.) VH-1 $1.56 $1.61 $1.66 $1.70 $1.76 $1.81 $1.86 $1.92 $1.98 $2.04 Weather Channel $1.87 $1.93 $1.99 $2.05 $2.11 $2.17 $2.24 $2.30 $2.37 $2.44 WeatherScan $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 SoapNet $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 National Geographic Channel $1.80 $1.85 $1.91 $1.97 $2.03 $2.09 $2.15 $2.21 $2.28 $2.35 Fine Living $1.32 $1.36 $1.40 $1.44 $1.49 $1.53 $1.58 $1.62 $1.67 $1.72 Galavision $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Biography (Includes History International) $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Annual Adjustment $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Total Standard Basic $157.27 $160.79 $166.84 $171.85 $177.00 $182.31 $187.78 $193.42 $199.22 $205.20

Digital Tier Discovery Kids $0.96 $0.99 $1.02 $1.05 $1.08 $1.11 $1.15 $1.18 $1.22 $1.25 Discovery Science $0.96 $0.99 $1.02 $1.05 $1.08 $1.11 $1.15 $1.18 $1.22 $1.25 Discovery Home & Leisure $0.96 $0.99 $1.02 $1.05 $1.08 $1.11 $1.15 $1.18 $1.22 $1.25 Discovery Health $0.36 $0.37 $0.38 $0.39 $0.41 $0.42 $0.43 $0.44 $0.46 $0.47 Discovery Civilization $0.36 $0.37 $0.38 $0.39 $0.41 $0.42 $0.43 $0.44 $0.46 $0.47 Discovery People $0.36 $0.37 $0.38 $0.39 $0.41 $0.42 $0.43 $0.44 $0.46 $0.47 BBC America (Free with The Discovery Channel) $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Much Music $1.50 $1.55 $1.59 $1.64 $1.69 $1.74 $1.79 $1.84 $1.90 $1.96 Nick 2 $1.20 $1.24 $1.27 $1.31 $1.35 $1.39 $1.43 $1.48 $1.52 $1.57 Noggin $1.20 $1.24 $1.27 $1.31 $1.35 $1.39 $1.43 $1.48 $1.52 $1.57 Nick Games & Sports $1.20 $1.24 $1.27 $1.31 $1.35 $1.39 $1.43 $1.48 $1.52 $1.57 WAM! $3.35 $3.45 $3.55 $3.66 $3.77 $3.88 $4.00 $4.12 $4.24 $4.37 Boomerang $0.36 $0.37 $0.38 $0.39 $0.41 $0.42 $0.43 $0.44 $0.46 $0.47 CNN fn $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Fox Sportsworld $2.16 $2.22 $2.29 $2.36 $2.43 $2.50 $2.58 $2.66 $2.74 $2.82 Outdoor Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 MTV 2 $1.56 $1.61 $1.66 $1.70 $1.76 $1.81 $1.86 $1.92 $1.98 $2.04 MTV X Generation $1.56 $1.61 $1.66 $1.70 $1.76 $1.81 $1.86 $1.92 $1.98 $2.04 BET on Jazz $1.02 $1.05 $1.08 $1.11 $1.15 $1.18 $1.22 $1.25 $1.29 $1.33 BET Gospel $1.02 $1.05 $1.08 $1.11 $1.15 $1.18 $1.22 $1.25 $1.29 $1.33 Wisdom Network $1.20 $1.24 $1.27 $1.31 $1.35 $1.39 $1.43 $1.48 $1.52 $1.57 FamilyNet $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Bloomberg $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Lifetime Movie Network $1.80 $1.85 $1.91 $1.97 $2.03 $2.09 $2.15 $2.21 $2.28 $2.35 Independent Film Channel $1.92 $1.98 $2.04 $2.10 $2.16 $2.23 $2.29 $2.36 $2.43 $2.51

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 53 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Program. Exp. Per Channel - Residential Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Digital Tier (Cont.) Style $1.32 $1.36 $1.40 $1.44 $1.49 $1.53 $1.58 $1.62 $1.67 $1.72 Tech TV $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 VH-1 Classic Rock (Free with VH-1) $1.56 $1.61 $1.66 $1.70 $1.76 $1.81 $1.86 $1.92 $1.98 $2.04 VH-Country (Free with VH-1) $1.56 $1.61 $1.66 $1.70 $1.76 $1.81 $1.86 $1.92 $1.98 $2.04 VH-1 Soul (Free with VH-1) $1.56 $1.61 $1.66 $1.70 $1.76 $1.81 $1.86 $1.92 $1.98 $2.04 SoapNet $1.20 $1.24 $1.27 $1.31 $1.35 $1.39 $1.43 $1.48 $1.52 $1.57 Inspirational Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 National Geographic $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Good Life TV $0.96 $0.99 $1.02 $1.05 $1.08 $1.11 $1.15 $1.18 $1.22 $1.25 Music Choice (45 Channels of Digital Audio) $4.56 $4.70 $4.84 $4.98 $5.13 $5.29 $5.44 $5.61 $5.78 $5.95 Biography Channel/History International $2.52 $2.60 $2.67 $2.75 $2.84 $2.92 $3.01 $3.10 $3.19 $3.29 Annual Programming Adjustment (Five Percent) $2.01 $2.07 $2.14 $2.20 $2.27 $2.33 $2.40 $2.48 $2.55 $2.63 Total Digital Basic Tier $42.2629 $43.5308 $44.8367 $46.1818 $47.5673 $48.9943 $50.4641 $51.9781 $53.5374 $55.1435

Premium Services HBO Analog Only $95.16 $98.01 $100.96 $103.98 $107.10 $110.32 $113.63 $117.03 $120.55 $124.16 HBO Digital Group $95.16 $98.01 $100.96 $103.98 $107.10 $110.32 $113.63 $117.03 $120.55 $124.16 Cinemax Digital Group $53.40 $55.00 $56.65 $58.35 $60.10 $61.91 $63.76 $65.68 $67.65 $69.67 Showtime Digital Group $75.84 $78.12 $80.46 $82.87 $85.36 $87.92 $90.56 $93.27 $96.07 $98.95 The Movie Channel Digital Group $55.20 $56.86 $58.56 $60.32 $62.13 $63.99 $65.91 $67.89 $69.93 $72.02 Starz/Encore Group $50.64 $52.16 $53.72 $55.34 $57.00 $58.71 $60.47 $62.28 $64.15 $66.07 Encore $19.32 $19.90 $20.50 $21.11 $21.74 $22.40 $23.07 $23.76 $24.47 $25.21 Showtime Digital Combo (Show, TMC, Flix & Sundance) $79.80 $82.19 $84.66 $87.20 $89.82 $92.51 $95.29 $98.14 $101.09 $104.12 HBO Digital Group/Cinemax Digital Group $127.56 $131.39 $135.33 $139.39 $143.57 $147.88 $152.31 $156.88 $161.59 $166.44 Digital Basic Tier with Music Choice $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Video on Demand Movies & Events $78.00 $80.34 $82.75 $85.23 $87.79 $90.42 $93.14 $95.93 $98.81 $101.77 Advertising Sales $12.00 $12.36 $12.73 $13.11 $13.51 $13.91 $14.33 $14.76 $15.20 $15.66

Pay Per View PPV 1 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 PPV 2 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 PPV 3 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 PPV 4 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 PPV 5 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 PPV 6 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 54 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Program. Exp. Per Channel - Commercial

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Limited Basic Headline News $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WBBM (2) CBS Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WGN (9) Chicago Local Off-Air $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WFLD (32) Fox Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WMAQ (5) Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WCIU (26) IND Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Local Community Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WLS (7) ABC Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WPWR (50) UPN Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WTTW (11) PBS Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WCPX (38) PAX Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 TV Guide Channel $0.25 $0.26 $0.27 $0.28 $0.29 $0.30 $0.30 $0.31 $0.32 $0.33 WGBO (66) Univision Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WSNS (44) Telemundo Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WYCC (22) PBS Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 TBS $0.71 $0.74 $0.76 $0.78 $0.80 $0.83 $0.85 $0.88 $0.90 $0.93 Local Govt/Educational/Public Access Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Total Limited Basic $0.9687 $0.9978 $1.0277 $1.0586 $1.0903 $1.1230 $1.1567 $1.1914 $1.2272 $1.2640

Standard Basic A & E $0.60 $0.62 $0.64 $0.65 $0.67 $0.69 $0.72 $0.74 $0.76 $0.78 American Movie Classics $0.65 $0.67 $0.69 $0.71 $0.73 $0.75 $0.78 $0.80 $0.82 $0.85 American's Health Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 America's Talking $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 America's Voice Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Animal Planet $0.39 $0.40 $0.41 $0.43 $0.44 $0.45 $0.47 $0.48 $0.49 $0.51 BET $0.38 $0.39 $0.41 $0.42 $0.43 $0.44 $0.46 $0.47 $0.48 $0.50 BET On Jazz $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Bloomberg Television $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Bravo $0.41 $0.43 $0.44 $0.45 $0.47 $0.48 $0.49 $0.51 $0.52 $0.54 Cable In the Classroom $0.11 $0.11 $0.11 $0.12 $0.12 $0.13 $0.13 $0.13 $0.14 $0.14 Cartoon Network $0.32 $0.33 $0.34 $0.35 $0.36 $0.38 $0.39 $0.40 $0.41 $0.42 CMTV $0.25 $0.26 $0.27 $0.28 $0.29 $0.30 $0.30 $0.31 $0.32 $0.33 CNBC $0.54 $0.55 $0.57 $0.58 $0.60 $0.62 $0.64 $0.66 $0.68 $0.70 CNN $0.98 $1.01 $1.04 $1.07 $1.10 $1.13 $1.17 $1.20 $1.24 $1.27 Open $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 55 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Program. Exp. Per Channel - Commercial

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Standard Basic (Cont.) CNNfn $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 CNNSI $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Comedy Central $0.42 $0.43 $0.45 $0.46 $0.47 $0.49 $0.50 $0.52 $0.53 $0.55 Court TV $0.36 $0.37 $0.38 $0.39 $0.40 $0.41 $0.43 $0.44 $0.45 $0.47 C-Span $0.15 $0.16 $0.16 $0.17 $0.17 $0.18 $0.18 $0.19 $0.19 $0.20 C-Span 2 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Discovery $0.81 $0.83 $0.85 $0.88 $0.91 $0.93 $0.96 $0.99 $1.02 $1.05 Disney $2.17 $2.23 $2.30 $2.37 $2.44 $2.51 $2.59 $2.67 $2.74 $2.83 Do It Yourself Network $0.15 $0.16 $0.16 $0.17 $0.17 $0.18 $0.18 $0.19 $0.19 $0.20 E! Entertainment $0.36 $0.37 $0.38 $0.39 $0.40 $0.41 $0.43 $0.44 $0.45 $0.47 Encore $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Encore MoviePlex $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 ESPN $4.62 $4.76 $4.90 $5.05 $5.20 $5.36 $5.52 $5.68 $5.85 $6.03 ESPN 2 $0.96 $0.98 $1.01 $1.04 $1.08 $1.11 $1.14 $1.18 $1.21 $1.25 ESPN News $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 ESPN Classic Sports $0.38 $0.39 $0.41 $0.42 $0.43 $0.44 $0.46 $0.47 $0.48 $0.50 EWTN $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Fit TV $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 ABC Family Channel $0.47 $0.48 $0.49 $0.51 $0.53 $0.54 $0.56 $0.57 $0.59 $0.61 Food Network $0.22 $0.22 $0.23 $0.24 $0.24 $0.25 $0.26 $0.27 $0.27 $0.28 Fox News $0.56 $0.58 $0.60 $0.61 $0.63 $0.65 $0.67 $0.69 $0.71 $0.73 fX $0.76 $0.78 $0.81 $0.83 $0.86 $0.88 $0.91 $0.93 $0.96 $0.99 fX Movies (no fX in system) $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Game Show Network $0.28 $0.29 $0.30 $0.31 $0.32 $0.33 $0.33 $0.34 $0.36 $0.37 Golf Channel $0.54 $0.55 $0.57 $0.58 $0.60 $0.62 $0.64 $0.66 $0.68 $0.70 Great American Country $0.09 $0.09 $0.09 $0.10 $0.10 $0.10 $0.11 $0.11 $0.11 $0.12 Headline News (Free with CNN) $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 History Channel $0.46 $0.47 $0.49 $0.50 $0.52 $0.53 $0.55 $0.56 $0.58 $0.60 Home & Garden TV $0.38 $0.39 $0.41 $0.42 $0.43 $0.44 $0.46 $0.47 $0.48 $0.50 Home Shopping Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Independent Film Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 International Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Inspirational Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Lifetime Movie Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Open $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 56 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Program. Exp. Per Channel - Commercial

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Standard Basic (Cont.) Military Channel $0.41 $0.42 $0.44 $0.45 $0.46 $0.48 $0.49 $0.50 $0.52 $0.54 MSNBC $0.74 $0.76 $0.78 $0.81 $0.83 $0.86 $0.88 $0.91 $0.94 $0.96 MTV $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Much Music $0.33 $0.34 $0.35 $0.36 $0.37 $0.38 $0.40 $0.41 $0.42 $0.43 NASA TV $0.75 $0.77 $0.80 $0.82 $0.85 $0.87 $0.90 $0.92 $0.95 $0.98 The National Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 NET $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Newsport $0.79 $0.81 $0.84 $0.86 $0.89 $0.92 $0.94 $0.97 $1.00 $1.03 Nickelodeon $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Nostalgia $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Hallmark Channel $1.08 $1.11 $1.14 $1.18 $1.21 $1.25 $1.29 $1.33 $1.37 $1.41 Outdoor Life Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 The Outdoor Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Ovation $0.44 $0.45 $0.46 $0.48 $0.49 $0.51 $0.52 $0.54 $0.55 $0.57 Oxygen $0.18 $0.19 $0.19 $0.20 $0.21 $0.21 $0.22 $0.23 $0.23 $0.24 Pax Family Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Product Information Network (PIN) $0.55 $0.57 $0.59 $0.60 $0.62 $0.64 $0.66 $0.68 $0.70 $0.72 QVC $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Women's Entertainment (formerly Romance Classics) $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Sci-Fi Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Speed Channel $0.36 $0.37 $0.38 $0.39 $0.40 $0.41 $0.43 $0.44 $0.45 $0.47 Fox Sports Midwest $0.41 $0.42 $0.43 $0.45 $0.46 $0.47 $0.49 $0.50 $0.52 $0.53 Style $0.44 $0.45 $0.46 $0.48 $0.49 $0.51 $0.52 $0.54 $0.55 $0.57 TBN $1.91 $1.97 $2.03 $2.09 $2.15 $2.22 $2.28 $2.35 $2.42 $2.49 TBS $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 TNT $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Toon Disney $0.71 $0.74 $0.76 $0.78 $0.80 $0.83 $0.85 $0.88 $0.90 $0.93 Travel Channel $1.84 $1.89 $1.95 $2.01 $2.07 $2.13 $2.19 $2.26 $2.33 $2.39 Turner Classic Movies $0.23 $0.24 $0.24 $0.25 $0.26 $0.27 $0.27 $0.28 $0.29 $0.30 Turner South $0.18 $0.18 $0.19 $0.19 $0.20 $0.21 $0.21 $0.22 $0.23 $0.23 Tech TV $0.56 $0.58 $0.60 $0.61 $0.63 $0.65 $0.67 $0.69 $0.71 $0.73 TV Land $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 USA Network $0.18 $0.18 $0.19 $0.19 $0.20 $0.21 $0.21 $0.22 $0.23 $0.23 VH-1 $0.25 $0.26 $0.27 $0.28 $0.29 $0.30 $0.30 $0.31 $0.32 $0.33 Weather Channel $1.02 $1.05 $1.08 $1.11 $1.15 $1.18 $1.22 $1.25 $1.29 $1.33

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 57 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Program. Exp. Per Channel - Commercial

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Standard Basic (Cont.) VH-1 $0.33 $0.34 $0.35 $0.36 $0.37 $0.38 $0.40 $0.41 $0.42 $0.43 Weather Channel $0.40 $0.41 $0.42 $0.43 $0.45 $0.46 $0.47 $0.49 $0.50 $0.52 WeatherScan $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 SoapNet $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 National Geographic Channel $0.38 $0.39 $0.41 $0.42 $0.43 $0.44 $0.46 $0.47 $0.48 $0.50 Fine Living $0.28 $0.29 $0.30 $0.31 $0.32 $0.33 $0.33 $0.34 $0.36 $0.37 Galavision $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Biography (Includes History International) $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Total Standard Basic $33.51 $34.51 $35.55 $36.62 $37.72 $38.85 $40.01 $41.21 $42.45 $43.72

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 58 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Program. Exp. Per Channel - Commercial

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Premium Services HBO Analog Only $20.22 $20.82 $21.45 $22.09 $22.75 $23.44 $24.14 $24.86 $25.61 $26.38

Pay Per View PPV 1 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 PPV 2 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 $2.00 PPV 3 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 PPV 4 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 PPV 5 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 59 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Programming Expense - Residential

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Limited Basic Headline News $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 WBBM (2) CBS Chicago $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 WGN (9) Chicago Local Off-Air $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 WCIU (26) IND Chicago $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 WPWR (50) UPN Chicago $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 WTTW (11) PBS Chicago $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 WCPX (38) PAX Chicago $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 TV Guide Channel $1,656 $11,332 $13,207 $13,767 $14,350 $14,958 $15,591 $16,252 $16,940 $17,658 WGBO (66) Univision Chicago $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 WSNS (44) Telemundo Chicago $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 WYCC (22) PBS Chicago $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 TBS $4,637 $31,730 $36,980 $38,547 $40,180 $41,882 $43,656 $45,505 $47,432 $49,442 Local Govt/Educational/Public Access Channel $4,637 $31,730 $36,980 $38,547 $40,180 $41,882 $43,656 $45,505 $47,432 $49,442 Total Limited Basic $10,930 $74,793 $87,168 $90,860 $94,709 $98,721 $102,903 $107,262 $111,805 $116,541

Standard Basic A & E $3,775 $25,832 $30,106 $31,381 $32,710 $34,096 $35,540 $37,046 $38,615 $40,251 American Movie Classics $4,096 $28,030 $32,668 $34,052 $35,494 $36,998 $38,565 $40,199 $41,902 $43,676 American's Health Network $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 America's Talking $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 America's Voice Network $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Animal Planet $2,458 $16,818 $19,601 $20,431 $21,297 $22,199 $23,139 $24,119 $25,141 $26,206 BET $2,410 $16,489 $19,217 $20,031 $20,879 $21,763 $22,685 $23,646 $24,648 $25,692 BET On Jazz $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Bloomberg Television $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Bravo $2,610 $17,863 $20,818 $21,700 $22,619 $23,577 $24,576 $25,617 $26,702 $27,833 Cable In the Classroom $57 $389 $454 $473 $493 $514 $536 $558 $582 $607 Cartoon Network $2,040 $13,960 $16,270 $16,959 $17,678 $18,426 $19,207 $20,021 $20,869 $21,753 CMTV $1,606 $10,992 $12,811 $13,354 $13,919 $14,509 $15,124 $15,764 $16,432 $17,128 CNBC $3,373 $23,084 $26,903 $28,043 $29,231 $30,469 $31,759 $33,105 $34,507 $35,969 CNN $11,875 $42,101 $49,066 $51,145 $53,311 $55,569 $57,923 $60,377 $62,934 $65,600 CNNfn $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 CNNSI $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Comedy Central $2,651 $18,137 $21,138 $22,034 $22,967 $23,940 $24,954 $26,011 $27,113 $28,261 Court TV $2,249 $15,389 $17,935 $18,695 $19,487 $20,313 $21,173 $22,070 $23,005 $23,979 C-Span $964 $6,595 $7,687 $8,012 $8,352 $8,705 $9,074 $9,459 $9,859 $10,277 Discovery $5,076 $34,736 $40,483 $42,198 $43,985 $45,848 $47,790 $49,815 $51,925 $54,125 Disney $13,655 $93,435 $108,894 $113,506 $118,314 $123,326 $128,550 $133,996 $139,672 $145,588

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 60 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Programming Expense - Residential

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Standard Basic (Cont.) Do It Yourself Network $964 $6,595 $7,687 $8,012 $8,352 $8,705 $9,074 $9,459 $9,859 $10,277 E! Entertainment $2,249 $15,389 $17,935 $18,695 $19,487 $20,313 $21,173 $22,070 $23,005 $23,979 Encore $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Encore MoviePlex $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 ESPN $29,125 $199,291 $232,263 $242,102 $252,358 $263,047 $274,190 $285,805 $297,912 $310,531 ESPN 2 $6,024 $41,221 $48,041 $50,076 $52,198 $54,409 $56,713 $59,116 $61,620 $64,230 EWTN $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Fit TV $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 ABC Family Channel $2,940 $20,116 $23,444 $24,437 $25,472 $26,551 $27,676 $28,848 $30,070 $31,344 Food Network $1,365 $9,343 $10,889 $11,351 $11,831 $12,333 $12,855 $13,400 $13,967 $14,559 Fox News $3,542 $24,238 $28,248 $29,445 $30,692 $31,992 $33,347 $34,760 $36,232 $37,767 fX $4,787 $32,757 $38,177 $39,794 $41,480 $43,237 $45,068 $46,977 $48,967 $51,042 fX Movies (no fX in system) $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Game Show Network $1,767 $12,092 $14,092 $14,689 $15,311 $15,960 $16,636 $17,341 $18,075 $18,841 Golf Channel $3,373 $23,084 $26,903 $28,043 $29,231 $30,469 $31,759 $33,105 $34,507 $35,969 Great American Country $562 $3,847 $4,484 $4,674 $4,872 $5,078 $5,293 $5,517 $5,751 $5,995 Headline News (Free with CNN) $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 History Channel $2,892 $19,786 $23,060 $24,037 $25,055 $26,116 $27,222 $28,376 $29,578 $30,830 Home & Garden TV $2,410 $16,489 $19,217 $20,031 $20,879 $21,763 $22,685 $23,646 $24,648 $25,692 Home Shopping Network $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Independent Film Channel $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 International Channel $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Inspirational Network $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Lifetime Movie Network $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Open $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Learning Channel $2,586 $17,698 $20,626 $21,499 $22,410 $23,359 $24,349 $25,380 $26,455 $27,576 Lifetime $4,659 $31,878 $37,152 $38,726 $40,366 $42,076 $43,858 $45,716 $47,653 $49,671 Military Channel $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 MSNBC $2,088 $14,290 $16,654 $17,360 $18,095 $18,862 $19,661 $20,493 $21,362 $22,266 MTV $4,739 $32,427 $37,792 $39,393 $41,062 $42,801 $44,615 $46,504 $48,474 $50,528 Much Music $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 NASA TV $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 The National Network $4,980 $34,076 $39,714 $41,396 $43,150 $44,978 $46,883 $48,869 $50,939 $53,097 NET $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Newsport $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Nickelodeon $6,795 $46,498 $54,191 $56,486 $58,879 $61,373 $63,973 $66,683 $69,507 $72,452

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 61 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Programming Expense - Residential

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Standard Basic (Cont.) Nostalgia $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Hallmark Channel $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Outdoor Life Network $2,747 $18,797 $21,907 $22,835 $23,802 $24,810 $25,861 $26,957 $28,099 $29,289 The Outdoor Channel $1,157 $7,914 $9,224 $9,615 $10,022 $10,446 $10,889 $11,350 $11,831 $12,332 Ovation $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Oxygen $3,486 $23,853 $27,800 $28,977 $30,205 $31,484 $32,818 $34,208 $35,657 $37,168 Pax Family Network $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Product Information Network (PIN) $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 QVC $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Women's Entertainment (formerly Romance Classics) $2,249 $15,389 $17,935 $18,695 $19,487 $20,313 $21,173 $22,070 $23,005 $23,979 Sci-Fi Network $2,570 $17,588 $20,498 $21,366 $22,271 $23,214 $24,198 $25,223 $26,291 $27,405 Speed Channel $2,747 $18,797 $21,907 $22,835 $23,802 $24,810 $25,861 $26,957 $28,099 $29,289 Fox Sports Midwest $12,048 $82,443 $96,083 $100,153 $104,395 $108,817 $113,427 $118,231 $123,240 $128,460 Style $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 TBN $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 TBS $4,498 $30,779 $35,871 $37,390 $38,974 $40,625 $42,346 $44,140 $46,010 $47,958 TNT $11,566 $79,145 $92,239 $96,146 $100,219 $104,465 $108,890 $113,502 $118,310 $123,322 Toon Disney $1,446 $9,893 $11,530 $12,018 $12,527 $13,058 $13,611 $14,188 $14,789 $15,415 Travel Channel $1,124 $7,695 $8,968 $9,348 $9,744 $10,156 $10,586 $11,035 $11,502 $11,990 Turner Classic Movies $3,534 $24,183 $28,184 $29,378 $30,623 $31,920 $33,272 $34,681 $36,150 $37,682 Turner South $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Tech TV $1,124 $7,695 $8,968 $9,348 $9,744 $10,156 $10,586 $11,035 $11,502 $11,990 TV Land $1,606 $10,992 $12,811 $13,354 $13,919 $14,509 $15,124 $15,764 $16,432 $17,128 USA Network $6,426 $43,969 $51,244 $53,415 $55,677 $58,036 $60,494 $63,057 $65,728 $68,512 VH-1 $2,088 $14,290 $16,654 $17,360 $18,095 $18,862 $19,661 $20,493 $21,362 $22,266 Weather Channel $2,506 $17,148 $19,985 $20,832 $21,714 $22,634 $23,593 $24,592 $25,634 $26,720 WeatherScan $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 SoapNet $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 National Geographic Channel $2,410 $16,489 $19,217 $20,031 $20,879 $21,763 $22,685 $23,646 $24,648 $25,692 Fine Living $1,767 $12,092 $14,092 $14,689 $15,311 $15,960 $16,636 $17,341 $18,075 $18,841 Galavision $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Biography (Includes History International) $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

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Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Standard Basic (Cont.) Annual Adjustment $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Standard Basic $213,844 $1,424,117 $1,659,735 $1,730,041 $1,803,326 $1,879,714 $1,959,339 $2,042,337 $2,128,850 $2,219,028

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 63 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Programming Expense - Residential

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Premiums HBO Digital Group $10,506 $71,892 $83,787 $87,336 $91,035 $94,892 $98,911 $103,101 $107,468 $112,021 Cinemax Digital Group $4,422 $30,257 $35,263 $36,757 $38,314 $39,937 $41,629 $43,392 $45,230 $47,146 Showtime Digital Group $6,280 $42,972 $50,082 $52,203 $54,415 $56,720 $59,122 $61,627 $64,237 $66,958 The Movie Channel Digital Group $3,809 $26,064 $30,377 $31,663 $33,005 $34,403 $35,860 $37,379 $38,962 $40,613 Starz/Encore Group $8,736 $59,778 $69,668 $72,619 $75,695 $78,902 $82,244 $85,728 $89,359 $93,145 Flix Group $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Independent Film Channel $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Sundance Channel $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Showtime Digital Combo (Show, TMC, Flix & Sundance) $16,520 $113,040 $131,742 $137,323 $143,140 $149,203 $155,523 $162,111 $168,978 $176,136 HBO Digital Group/Cinemax Digital Group $8,802 $60,231 $70,196 $73,170 $76,269 $79,500 $82,868 $86,378 $90,037 $93,851 Sundance, Flix, Independent Film Channel $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Digital Basic Tier with Music Choice $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Video on Demand Movies & Events $11,841 $81,026 $94,432 $98,432 $102,601 $106,947 $111,478 $116,200 $121,122 $126,253 Advertising Sales $16,561 $113,323 $132,072 $137,667 $143,498 $149,577 $155,913 $162,517 $169,402 $176,578 Open $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Open $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Open $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total $87,477 $598,584 $697,618 $727,170 $757,972 $790,080 $823,548 $858,433 $894,797 $932,700

Pay Per View PPV 1 $2,208 $14,670 $16,599 $16,798 $17,000 $17,204 $17,410 $17,619 $17,830 $18,044 PPV 2 $2,208 $14,670 $16,599 $16,798 $17,000 $17,204 $17,410 $17,619 $17,830 $18,044 PPV 3 $2,208 $14,670 $16,599 $16,798 $17,000 $17,204 $17,410 $17,619 $17,830 $18,044 PPV 4 $2,208 $14,670 $16,599 $16,798 $17,000 $17,204 $17,410 $17,619 $17,830 $18,044 PPV 5 $2,208 $14,670 $16,599 $16,798 $17,000 $17,204 $17,410 $17,619 $17,830 $18,044 PPV 6 $2,208 $14,670 $16,599 $16,798 $17,000 $17,204 $17,410 $17,619 $17,830 $18,044 Open $2,208 $14,670 $16,599 $16,798 $17,000 $17,204 $17,410 $17,619 $17,830 $18,044 Open $2,208 $14,670 $16,599 $16,798 $17,000 $17,204 $17,410 $17,619 $17,830 $18,044 Open $2,208 $14,670 $16,599 $16,798 $17,000 $17,204 $17,410 $17,619 $17,830 $18,044 Total $19,873 $132,027 $149,389 $151,182 $152,996 $154,832 $156,690 $158,570 $160,473 $162,398

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 64 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Programming Expense - Commercial

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Limited Basic Headline News $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 WBBM (2) CBS Chicago $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 WGN (9) Chicago Local Off-Air $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 WFLD (32) Fox Chicago $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 WMAQ (5) Chicago $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 WCIU (26) IND Chicago $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Local Community Channel $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 WLS (7) ABC Chicago $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 WPWR (50) UPN Chicago $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 WTTW (11) PBS Chicago $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 WCPX (38) PAX Chicago $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 TV Guide Channel $8 $52 $60 $63 $66 $68 $71 $74 $77 $81 WGBO (66) Univision Chicago $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 WSNS (44) Telemundo Chicago $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 WYCC (22) PBS Chicago $29 $197 $0 $0 $0 $0 $0 $0 $0 $0 TBS $0 $0 $169 $176 $184 $191 $199 $208 $217 $226 Local Govt/Educational/Public Access Channel $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Limited Basic $8 $52 $60 $63 $66 $68 $71 $74 $77 $81

Standard Basic A & E $18 $122 $142 $148 $154 $161 $167 $174 $182 $190 American Movie Classics $19 $132 $154 $160 $167 $174 $182 $189 $197 $206 American's Health Network $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 America's Talking $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 America's Voice Network $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Animal Planet $12 $79 $92 $96 $100 $105 $109 $114 $118 $123 BET $11 $78 $90 $94 $98 $102 $107 $111 $116 $121 BET On Jazz $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Bloomberg Television $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Bravo $12 $84 $98 $102 $107 $111 $116 $121 $126 $131 Cable In the Classroom $3 $22 $26 $27 $28 $29 $30 $32 $33 $34 Cartoon Network $10 $66 $77 $80 $83 $87 $90 $94 $98 $102 CMTV $8 $52 $60 $63 $66 $68 $71 $74 $77 $81 CNBC $16 $109 $127 $132 $138 $143 $150 $156 $162 $169 CNN $29 $198 $231 $241 $251 $262 $273 $284 $296 $309

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Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Standard Basic (Cont.) CNNfn $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 CNNSI $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Comedy Central $12 $85 $100 $104 $108 $113 $118 $122 $128 $133 Court TV $11 $72 $84 $88 $92 $96 $100 $104 $108 $113 C-Span $5 $31 $36 $38 $39 $41 $43 $45 $46 $48 C-Span 2 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Discovery $24 $164 $191 $199 $207 $216 $225 $235 $245 $255 Disney $64 $440 $513 $534 $557 $581 $605 $631 $658 $686 Do It Yourself Network $5 $31 $36 $38 $39 $41 $43 $45 $46 $48 E! Entertainment $11 $72 $84 $88 $92 $96 $100 $104 $108 $113 Encore $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Encore MoviePlex $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 ESPN $137 $938 $1,094 $1,140 $1,188 $1,239 $1,291 $1,346 $1,403 $1,462 ESPN 2 $28 $194 $226 $236 $246 $256 $267 $278 $290 $302 ESPN News $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 ESPN Classic Sports $11 $78 $90 $94 $98 $102 $107 $111 $116 $121 EWTN $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Fit TV $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 ABC Family Channel $14 $95 $110 $115 $120 $125 $130 $136 $142 $148 Food Network $6 $44 $51 $53 $56 $58 $61 $63 $66 $69 Fox News $17 $114 $133 $139 $145 $151 $157 $164 $171 $178 fX $23 $154 $180 $187 $195 $204 $212 $221 $231 $240 fX Movies (no fX in system) $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Game Show Network $8 $57 $66 $69 $72 $75 $78 $82 $85 $89 Golf Channel $16 $109 $127 $132 $138 $143 $150 $156 $162 $169 Great American Country $3 $18 $21 $22 $23 $24 $25 $26 $27 $28 Headline News (Free with CNN) $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 History Channel $14 $93 $109 $113 $118 $123 $128 $134 $139 $145 Home & Garden TV $11 $78 $90 $94 $98 $102 $107 $111 $116 $121 Home Shopping Network $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Independent Film Channel $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 International Channel $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Inspirational Network $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Lifetime Movie Network $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Open $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 66 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Programming Expense - Commercial

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Standard Basic (Cont.) Learning Channel $12 $83 $97 $101 $106 $110 $115 $120 $125 $130 Lifetime $22 $150 $175 $182 $190 $198 $207 $215 $224 $234 Military Channel $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 MSNBC $10 $67 $78 $82 $85 $89 $93 $97 $101 $105 MTV $22 $153 $178 $185 $193 $202 $210 $219 $228 $238 Much Music $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 NASA TV $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 The National Network $23 $160 $187 $195 $203 $212 $221 $230 $240 $250 NET $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Newsport $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Nickelodeon $32 $219 $255 $266 $277 $289 $301 $314 $327 $341 Nostalgia $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Hallmark Channel $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Outdoor Life Network $13 $89 $103 $108 $112 $117 $122 $127 $132 $138 The Outdoor Channel $5 $37 $43 $45 $47 $49 $51 $53 $56 $58 Ovation $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Oxygen $16 $112 $131 $136 $142 $148 $155 $161 $168 $175 Pax Family Network $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Product Information Network (PIN) $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 QVC $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Women's Entertainment (formerly Romance Classics) $11 $72 $84 $88 $92 $96 $100 $104 $108 $113 Sci-Fi Network $12 $83 $97 $101 $105 $109 $114 $119 $124 $129 Speed Channel $13 $89 $103 $108 $112 $117 $122 $127 $132 $138 Fox Sports Midwest $57 $388 $452 $472 $492 $512 $534 $557 $580 $605 Style $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 TBN $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 TBS $21 $145 $169 $176 $184 $191 $199 $208 $217 $226 TNT $54 $373 $434 $453 $472 $492 $513 $534 $557 $581 Toon Disney $7 $47 $54 $57 $59 $61 $64 $67 $70 $73 Travel Channel $5 $36 $42 $44 $46 $48 $50 $52 $54 $56 Turner Classic Movies $17 $114 $133 $138 $144 $150 $157 $163 $170 $177 Turner South $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Tech TV $5 $36 $42 $44 $46 $48 $50 $52 $54 $56 TV Land $8 $52 $60 $63 $66 $68 $71 $74 $77 $81 USA Network $30 $207 $241 $252 $262 $273 $285 $297 $310 $323

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 67 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Programming Expense - Commercial

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Standard Basic (Cont.) VH-1 $10 $67 $78 $82 $85 $89 $93 $97 $101 $105 Weather Channel $12 $81 $94 $98 $102 $107 $111 $116 $121 $126 WeatherScan $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 SoapNet $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 National Geographic Channel $11 $78 $90 $94 $98 $102 $107 $111 $116 $121 Fine Living $8 $57 $66 $69 $72 $75 $78 $82 $85 $89 Galavision $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Biography (Includes History International) $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Open $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Open $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Open $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Open $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Open $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Open $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Standard Basic $994 $6,804 $7,929 $8,265 $8,615 $8,980 $9,361 $9,757 $10,171 $10,602

HBO Analog Only $600 $4,105 $4,784 $4,986 $5,198 $5,418 $5,647 $5,887 $6,136 $6,396 Pay Per View $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 68 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Begin All Services

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Basic 0 5,327 10,312 10,436 10,561 10,688 10,816 10,946 11,077 11,210 Expanded Basic 0 5,168 10,003 10,123 10,244 10,367 10,492 10,618 10,745 10,874 Business Basic 0 11 21 21 21 21 22 22 22 22 Line Maintenance Plan 0 3,463 6,703 6,783 6,865 6,947 7,031 7,115 7,200 7,287 HBO Digital Group 0 426 825 835 845 855 865 876 886 897 Cinemax Digital Group 0 320 619 626 634 641 649 657 665 673 Showtime Digital Group 0 320 619 626 634 641 649 657 665 673 The Movie Channel Digital Group 0 266 516 522 528 534 541 547 554 561 Starz/Encore Group 0 666 1,289 1,305 1,320 1,336 1,352 1,368 1,385 1,401 Flix Group 0 0 00000000 Independent Film Channel 0 0 00000000 Sundance Channel 0 0 00000000 Showtime Digital Combo (Show, TMC, Flix & Sundance) 0 799 1,547 1,565 1,584 1,603 1,622 1,642 1,662 1,682 HBO Digital Group/Cinemax Digital Group 0 266 516 522 528 534 541 547 554 561 Sundance, Flix, Independent Film Channel 0 0 00000000 Digital Basic Tier with Music Choice 0 1,279 2,475 2,505 2,535 2,565 2,596 2,627 2,659 2,690 Video on Demand Movies & Events 0 586 1,134 1,148 1,162 1,176 1,190 1,204 1,219 1,233 Advertising Sales 0 5,327 10,312 10,436 10,561 10,688 10,816 10,946 11,077 11,210 Open 0 0 00000000 Open 0 0 00000000 Open 0 0 00000000

Commercial Basic 0 115 222 224 227 230 233 235 238 241 Commercial HBO 0 23 44 45 45 46 47 47 48 48 Commercial Pay Per View 0 0 00000000

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 69 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Begin All Services (Cont.)

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Standard High Speed Data - Level 1 0 168 598 623 647 670 692 714 735 756 Silver High Speed Data - Level 2 0 437 1,787 1,801 1,819 1,841 1,866 1,894 1,925 1,959 Gold & Platnimum High Speed Data - Level 3 0 317 1,129 1,151 1,173 1,194 1,215 1,236 1,257 1,278

Standard Business High Speed Data - Level 1 0 11 22 22 23 23 23 24 24 24 Standard Business High Speed Data - Level 2 0 23 44 44 45 45 46 46 47 47 Business Plus High Speed Data - Level 1 0 34 65 66 67 67 68 69 70 71 Business Plus High Speed Data - Level 2 0 45 86 87 88 89 91 92 93 94 Business Elite High Speed Data - Level 1 0 56 108 109 110 112 113 114 116 117 Business Elite High Speed Data - Level 2 0 67 129 131 132 134 135 137 139 140 Direct Business High Speed Data - Level 1 0 78 150 152 154 156 158 160 162 164 Direct Business High Speed Data - Level 2 0 89 172 174 176 178 180 182 185 187

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 70 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Add All Services

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Basic 5,327 4,985 124 125 127 128 130 131 133 135 Expanded Basic 5,168 4,835 120 121 123 124 126 127 129 130 Business Basic 11 10 00000000 Line Maintenance Plan 3,463 3,240 80 81 82 83 84 85 86 87 HBO Digital Group 426 399 10 10 10 10 10 11 11 11 Cinemax Digital Group 320 299 78888888 Showtime Digital Group 320 299 78888888 The Movie Channel Digital Group 266 249 66666777 Starz/Encore Group 666 623 15 16 16 16 16 16 17 17 Flix Group 0 0 00000000 Independent Film Channel 0 0 00000000 Sundance Channel 0 0 00000000 Showtime Digital Combo (Show, TMC, Flix & Sundance) 799 748 19 19 19 19 19 20 20 20

Commercial Basic 115 107 33333333 Commercial HBO 23 21 11111111 Commercial Pay Per View 0 0 00000000

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 71 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Add All Services (Cont.)

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Standard High Speed Data - Level 1 111 104 33333333 Silver High Speed Data - Level 2 289 512 16 19 23 26 30 33 37 41 Gold & Platnimum High Speed Data - Level 3 209 196 55555555 High Speed Data - Level 1 - Remarket 60 352 62 62 63 64 65 65 66 67 High Speed Data - Level 2 - Remarket 156 914 114 115 117 118 119 121 122 124 High Speed Data - Level 3 - Remarket 113 663 91 92 93 94 95 96 97 98 Total 939 2,741 289 296 302 309 316 323 331 338

Standard Business High Speed Data - Level 1 11 11 00000000 Standard Business High Speed Data - Level 2 23 21 11111111 Business Plus High Speed Data - Level 1 34 31 11111111 Business Plus High Speed Data - Level 2 45 42 11111111 Business Elite High Speed Data - Level 1 56 52 11111111 Business Elite High Speed Data - Level 2 67 62 22222222 Direct Business High Speed Data - Level 1 78 73 22222222 Direct Business High Speed Data - Level 2 89 83 22222222 Total 401 375 9 9 10 10 10 10 10 10

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 72 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 End All Services

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Basic 5,327 10,312 10,436 10,561 10,688 10,816 10,946 11,077 11,210 11,345 Expanded Basic 5,168 10,003 10,123 10,244 10,367 10,492 10,618 10,745 10,874 11,005 Business Basic 11 21 21 21 21 22 22 22 22 23 Line Maintenance Plan 3,463 6,703 6,783 6,865 6,947 7,031 7,115 7,200 7,287 7,374 HBO Digital Group 426 825 835 845 855 865 876 886 897 908 Cinemax Digital Group 320 619 626 634 641 649 657 665 673 681 Showtime Digital Group 320 619 626 634 641 649 657 665 673 681 The Movie Channel Digital Group 266 516 522 528 534 541 547 554 561 567 Starz/Encore Group 666 1,289 1,305 1,320 1,336 1,352 1,368 1,385 1,401 1,418 Flix Group 0 0 00000000 Independent Film Channel 0 0 00000000 Sundance Channel 0 0 00000000 Showtime Digital Combo (Show, TMC, Flix & Sundance) 799 1,547 1,565 1,584 1,603 1,622 1,642 1,662 1,682 1,702

Commercial Basic 115 222 224 227 230 233 235 238 241 244 Commercial HBO 23 44 45 45 46 47 47 48 48 49 Commercial Pay Per View 0 0 00000000

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 73 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 End All Services (Cont.)

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

High Speed Data - Level 1 Disconnects 3 25 40 41 43 44 46 47 48 50 High Speed Data - Level 2 Disconnects 7 77 115 116 118 119 121 123 125 127 High Speed Data - Level 3 Disconnects 5 48 73 75 76 78 79 80 82 83

High Speed Data - Level 1 Net 168 598 623 647 670 692 714 735 756 776 High Speed Data - Level 2 Net 437 1,787 1,801 1,819 1,841 1,866 1,894 1,925 1,959 1,996 High Speed Data - Level 3 Net 317 1,129 1,151 1,173 1,194 1,215 1,236 1,257 1,278 1,299

Standard Business High Speed Data - Level 1 11 22 22 23 23 23 24 24 24 24 Standard Business High Speed Data - Level 2 23 44 44 45 45 46 46 47 47 48 Business Plus High Speed Data - Level 1 34 65 66 67 67 68 69 70 71 71 Business Plus High Speed Data - Level 2 45 86 87 88 89 91 92 93 94 95 Business Elite High Speed Data - Level 1 56 108 109 110 112 113 114 116 117 118 Business Elite High Speed Data - Level 2 67 129 131 132 134 135 137 139 140 142 Direct Business High Speed Data - Level 1 78 150 152 154 156 158 160 162 164 166 Direct Business High Speed Data - Level 2 89 172 174 176 178 180 182 185 187 189 Total Commercial High Speed Data 401 776 785 795 804 814 824 834 844 854

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 74 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Average All Services

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Basic 1,380 9,169 10,374 10,499 10,625 10,752 10,881 11,012 11,144 11,278 Expanded Basic 1,339 8,893 10,063 10,184 10,306 10,430 10,555 10,681 10,810 10,939 Business Basic 3 18 21 21 21 22 22 22 22 23 Line Maintenance Plan 897 5,960 6,743 6,824 6,906 6,989 7,073 7,158 7,244 7,330 HBO Digital Group 110 733 830 840 850 860 870 881 892 902 Cinemax Digital Group 83 550 622 630 637 645 653 661 669 677 Showtime Digital Group 83 550 622 630 637 645 653 661 669 677 The Movie Channel Digital Group 69 458 519 525 531 538 544 551 557 564 Starz/Encore Group 173 1,146 1,297 1,312 1,328 1,344 1,360 1,376 1,393 1,410 Flix Group 0 0 00000000 Independent Film Channel 0 0 00000000 Sundance Channel 0 0 00000000 Showtime Digital Combo (Show, TMC, Flix & Sundance) 207 1,375 1,556 1,575 1,594 1,613 1,632 1,652 1,672 1,692 HBO Digital Group/Cinemax Digital Group 69 458 519 525 531 538 544 551 557 564 Sundance, Flix, Independent Film Channel 0 0 00000000 Digital Basic Tier with Music Choice 331 2,200 2,490 2,520 2,550 2,581 2,611 2,643 2,675 2,707 Video on Demand Movies & Events 152 1,009 1,141 1,155 1,169 1,183 1,197 1,211 1,226 1,241 Advertising Sales 1,380 9,169 10,374 10,499 10,625 10,752 10,881 11,012 11,144 11,278 Open 0 0 00000000 Open 0 0 00000000 Open 0 0 00000000

Commercial Basic 30 197 223 226 228 231 234 237 240 242 Commercial HBO 6 39 45 45 46 46 47 47 48 48 Commercial Pay Per View 0 0 00000000

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 75 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Average All Services (Cont.)

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

Standard High Speed Data - Level 1 40 401 611 635 658 681 703 724 745 766 Silver High Speed Data - Level 2 104 1,225 1,794 1,810 1,830 1,853 1,880 1,909 1,942 1,978 Gold & Platnimum High Speed Data - Level 3 75 757 1,140 1,162 1,183 1,205 1,226 1,247 1,268 1,289 Total 219 2,383 3,545 3,607 3,672 3,739 3,809 3,881 3,955 4,032

Standard Business High Speed Data - Level 1 3 20 22 23 23 23 23 24 24 24 Standard Business High Speed Data - Level 2 6 39 44 44 45 45 46 47 47 48 Business Plus High Speed Data - Level 1 9 58 65 66 67 68 69 69 70 71 Business Plus High Speed Data - Level 2 12 77 87 88 89 90 91 92 93 94 Business Elite High Speed Data - Level 1 14 96 108 110 111 112 114 115 116 118 Business Elite High Speed Data - Level 2 17 115 130 131 133 135 136 138 140 141 Direct Business High Speed Data - Level 1 20 134 151 153 155 157 159 161 163 165 Direct Business High Speed Data - Level 2 23 153 173 175 177 179 181 184 186 188 Total 104 690 781 790 800 809 819 829 839 849

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 1 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Bond Compliance Flow of Funds

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Customer Revenues Video $0 $0 $0 $0 $0 $13,074 $45,759 $84,982 $124,204 $169,963 $222,260 $274,556 Residential High Speed Data $0 $0 $0 $0 $0 $4,402 $9,886 $15,149 $20,920 $29,398 $37,819 $46,909 Commerial Video and High Speed Data $0 $0 $0 $0 $0 $44,143 $74,782 $87,634 $100,486 $135,410 $152,546 $169,682 Telecommunications $0 $0 $0 $0 $1,645 $1,630 $17,588 $62,553 $108,363 $147,687 $192,610 $237,490

Total Customer Operating Revenues $0 $0 $0 $0 $1,645 $63,250 $148,015 $250,318 $353,974 $482,458 $605,234 $728,637

Customer Operating Expenses Video $72,709 $72,709 $77,938 $81,083 $102,062 $130,187 $143,653 $165,234 $199,929 $211,657 $248,465 $353,054 Residential High Speed Data $450 $450 $450 $5,831 $5,831 $11,468 $12,451 $13,664 $14,664 $16,231 $18,054 $25,409 Commerial Video and High Speed Data $0 $0 $0 $0 $0 $586 $3,930 $6,594 $9,230 $13,046 $16,225 $20,260 Telecommunications $8,709 $9,009 $9,009 $9,009 $15,554 $13,540 $48,353 $84,280 $73,804 $94,997 $105,115 $112,837

Total Customer Operating Expenses $81,868 $82,168 $87,397 $95,924 $123,447 $155,782 $208,386 $269,772 $297,627 $335,931 $387,860 $511,560

Net Revenues Before Other Resolution Income & Expenses Video ($72,709) ($72,709) ($77,938) ($81,083) ($102,062) ($117,113) ($97,893) ($80,252) ($75,725) ($41,694) ($26,206) ($78,498) Residential High Speed Data ($450) ($450) ($450) ($5,831) ($5,831) ($7,066) ($2,565) $1,485 $6,256 $13,167 $19,765 $21,501 Commerial Video and High Speed Data $0 $0 $0 $0 $0 $43,556 $70,852 $81,040 $91,256 $122,364 $136,321 $149,422 Telecommunications ($8,709) ($9,009) ($9,009) ($9,009) ($13,909) ($11,909) ($30,765) ($21,727) $34,559 $52,690 $87,494 $124,653

Total Net Revenues Before Other O&M Under Resolution ($81,868) ($82,168) ($87,397) ($95,924) ($121,802) ($92,532) ($60,371) ($19,454) $56,347 $146,527 $217,375 $217,077

Other Income & Expenses Interest Earned $0 $83,354 $75,869 $75,734 $75,252 $66,103 $63,448 $57,601 $53,572 $49,725 $44,753 $39,913 Other O&M Expenses Under Resolution $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

Net Revenues As Defined By Resolution ($81,868) $1,186 ($11,527) ($20,190) ($46,550) ($26,430) $3,077 $38,146 $109,919 $196,252 $262,128 $256,991

Uses of Net Revenue Debt Service (Defined as Principal and Interest) $0 $0 $0 $0 $0 $0 $1,492,688 $0 $0 $0 $0 $0 Utility Plant Improvement Fund $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Fund Transfer $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

Net Available for Flow of Funds ($81,868) $1,186 ($11,527) ($20,190) ($46,550) ($26,430) ($1,489,611) $38,146 $109,919 $196,252 $262,128 $256,991

Debt Service Coverage 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 2 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Customer Summary

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Homes Passed by Service Area Tri-Cities, Illinois 000001,287 3,217 5,147 7,077 9,651 12,225 14,798 Phase II Service Area 000000000000 Phase III Service Area 000000000000 Total 000001,287 3,217 5,147 7,077 9,651 12,225 14,798

Total Video Customers by Service Area Tri-Cities, Illinois 000004631,158 1,853 2,548 3,474 4,401 5,327 Phase II Service Area 000000000000 Phase III Service Area 000000000000 Total 000004631,158 1,853 2,548 3,474 4,401 5,327 Video Customers to Homes Passed 0.0% 0.0% 0.0% 0.0% 0.0% 36.0% 36.0% 36.0% 36.0% 36.0% 36.0% 36.0%

Total Residential Data Customers Total 0000061159269390553730923 Residential Data Customer to Homes Passed 0.0% 0.0% 0.0% 0.0% 0.0% 4.7% 4.9% 5.2% 5.5% 5.7% 6.0% 6.2%

Residential Telephone Customers in Service Residential Households 0000002253604956768561,036 Multiple Dwelling Units 000000162635486174 Total Residential Telephone Customers in Service 0000002413865317249171,110 Residential Telephone Customers to Homes Passed 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 7.5% 7.5% 7.5% 7.5% 7.5% 7.5%

Commercial Customers Passed Tri-Cities, Illinois 000001994987971,096 1,494 1,892 2,291 Phase II Service Area 000000000000 Phase III Service Area 000000000000 End Commercial Units Passed 000001994987971,096 1,494 1,892 2,291

Commercial Data Customers Total 000001761113166227296366 Commercial Data Customer to Units Passed 0.0% 0.0% 0.0% 0.0% 0.0% 8.8% 12.3% 14.2% 15.1% 15.2% 15.7% 16.0%

Commercial Telephone Customers in Service Small Business A 000000040557595115 Small Business B 00000003041567186 Large Entities 000000122027374757 Total 0000001290123168213258 Commercial Telephone Customers to Units Passed 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 2.5% 11.3% 11.3% 11.3% 11.3% 11.3%

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 3 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Summary (Cont.)

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Average Video Customers by Service Area Tri-Cities, Illinois 000002328111,506 2,200 3,011 3,938 4,864 Phase II Service Area 000000000000 Phase III Service Area 000000000000 Total Average Video Customers 000002328111,506 2,200 3,011 3,938 4,864

Average Video Customers Percentage by Service Area Tri-Cities, Illinois 0.00% 0.00% 0.00% 0.00% 0.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% Phase II Service Area 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Phase III Service Area 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Total Average Video Customers to Homes Passed 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 36.00% 36.00% 36.00% 36.00% 36.00% 36.00%

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 5 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Summary (Cont.)

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Total Plant Miles by Service Area Tri-Cities, Illinois 0.00 0.00 0.00 0.00 0.00 20.00 50.00 80.00 110.00 150.00 190.00 230.00 Phase II Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase III Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Total Plant Miles 0.00 0.00 0.00 0.00 0.00 20.00 50.00 80.00 110.00 150.00 190.00 230.00

Plant Miles % Per Service Area Tri-Cities, Illinois 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% Phase II Service Area 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Phase III Service Area 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 13 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Telecommunications Customer Assumptions (Cont.)

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Lines Sold Residential Households 000000270162163216216216 Multiple Dwelling Units 000000191211161516 Small Business A 000000015960807980 Small Business B 0000000299112149150149 Large Entities 000000311187187249249249 Grand Total Lines Sold 000000600819533710709710

Lines in Service (EOP) Residential Households 0000002704325958111,027 1,243 Multiple Dwelling Units 000000193142587389 Small Business A 0000000159219299378458 Small Business B 0000000299411560710859 Large Entities 0000003114986859341,183 1,432 Grand Total Lines In Service EOP 0000006001,419 1,952 2,662 3,371 4,081

Average Lines Residential Households 0000001353515147039191,135 Multiple Dwelling Units 000000102537506681 Small Business A 000000080189259339418 Small Business B 0000000150355486635785 Large Entities 0000001564055928101,059 1,308 Grand Total Average Lines In Service 0000003011,011 1,687 2,308 3,018 3,727

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 4 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Summary (Cont.)

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Commercial Customers Passed Begin Commercial Units Passed 0000001994987971,096 1,494 1,892 Tri-Cities, Illinois 000001994987971,096 1,494 1,892 2,291 Phase II Service Area 000000000000 Phase III Service Area 000000000000 End Commercial Units Passed 000001994987971,096 1,494 1,892 2,291

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 12 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Telecommunications Customer Assumptions

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Customers Sold Residential Households 000000225135135180180180 Multiple Dwelling Units 000000161010131313 Small Business A 00000004015202020 Small Business B 00000003011151515 Large Entities 0000001277101010 Grand Total Customers Sold 000000254222178238238238

Customers in Service - EOP Residential Households 0000002253604956768561,036 Multiple Dwelling Units 000000162635486174 Small Business A 000000040557595115 Small Business B 00000003041567186 Large Entities 000000122027374757 Grand Total Customers In Service EOP 0000002544766548921,130 1,368

Average Customers Residential Households 000000113293428585766946 Multiple Dwelling Units 00000082131425568 Small Business A 000000020476585105 Small Business B 00000001535496378 Large Entities 00000061624324252 Grand Total Average Customers 0000001273655657731,011 1,249

Average Service Penetration Residential Households 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 3.51% 5.69% 6.05% 6.06% 6.27% 6.39% Multiple Dwelling Units 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.25% 0.41% 0.44% 0.44% 0.45% 0.46% Small Business A 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 2.51% 4.29% 4.35% 4.49% 4.58% Small Business B 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 1.88% 3.19% 3.28% 3.33% 3.40% Large Entities 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 1.20% 2.01% 2.19% 2.14% 2.22% 2.27% Average Residential Service Penetration 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 3.76% 6.10% 6.49% 6.50% 6.72% 6.85% Average Commercial Service Penetration 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 1.20% 6.40% 9.68% 9.77% 10.04% 10.26%

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 22 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Sources and Uses

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Sources Begin Cash on Hand $0 $60,712,710 $60,695,521 $60,586,869 $60,201,804 $52,882,005 $50,758,320 $46,080,638 $42,857,672 $39,780,266 $35,802,686 $31,930,688 Paid In Capital - Broadband Service Provider $100,000 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Revenue Bond Issue Proceeds - Capital Budget $55,235,776 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Revenue Bond Issue Proceeds - Capitalized Interest $5,970,750 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Cost of Revenue Bond Financing $526,997 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Original Issue and Underwriters Discount $781,791 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Revenue Bond Financing Insurance $333,105 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Excess Revenue Bond Proceeds $1,581 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Interest Earned $0 $83,354 $75,869 $75,734 $75,252 $66,103 $63,448 $57,601 $53,572 $49,725 $44,753 $39,913 Utility Plant Improvement Fund $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 EBITDA $0 $0 $0 $0 $0 $0 $0 $0 $56,347 $146,527 $217,375 $217,077 Total Sources $62,950,000 $60,796,065 $60,771,391 $60,662,603 $60,277,056 $52,948,108 $50,821,768 $46,138,239 $42,967,591 $39,976,518 $36,064,814 $32,187,678

Uses Capital Expenditures $413,528 $18,375 $97,125 $364,875 $7,273,248 $2,097,255 $3,188,072 $3,261,113 $3,187,325 $4,173,833 $4,134,126 $4,262,419 Operating Loss $81,868 $82,168 $87,397 $95,924 $121,802 $92,532 $60,371 $19,454 $0 $0 $0 $0 Revenue Bond Issue Interest $0 $0 $0 $0 $0 $0 $1,492,688 $0 $0 $0 $0 $0 Revenue Bond Principal Reduction $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Cost of Revenue Bond Financing $526,997 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Original Issue and Underwriters Discount $781,791 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Revenue Bond Financing Insurance $333,105 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Reimbursement - Broadband Service Provider $100,000 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Utility Plant Improvement Fund $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Property Tax Expense $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Fund Transfer $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Uses $2,237,290 $100,543 $184,522 $460,799 $7,395,051 $2,189,787 $4,741,130 $3,280,567 $3,187,325 $4,173,833 $4,134,126 $4,262,419

End Cash on Hand $60,712,710 $60,695,521 $60,586,869 $60,201,804 $52,882,005 $50,758,320 $46,080,638 $42,857,672 $39,780,266 $35,802,686 $31,930,688 $27,925,259

Total Amount of Revenue Bond Financing: $62,850,000

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 20 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Cash Flow Statement

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Video Services Revenue $0 $0 $0 $0 $0 $13,074 $45,759 $84,982 $124,204 $169,963 $222,260 $274,556 Video Services Operating Expenses $72,709 $72,709 $77,938 $81,083 $102,062 $130,187 $143,653 $165,234 $199,929 $211,657 $248,465 $353,054 Video Services Customer Cash Flow ($72,709) ($72,709) ($77,938) ($81,083) ($102,062) ($117,113) ($97,893) ($80,252) ($75,725) ($41,694) ($26,206) ($78,498)

Residential High Speed Data Revenue $0 $0 $0 $0 $0 $4,402 $9,886 $15,149 $20,920 $29,398 $37,819 $46,909 Residential High Speed Data Expense $450 $450 $450 $5,831 $5,831 $11,468 $12,451 $13,664 $14,664 $16,231 $18,054 $25,409 Residential High Speed Data Cash Flow ($450) ($450) ($450) ($5,831) ($5,831) ($7,066) ($2,565) $1,485 $6,256 $13,167 $19,765 $21,501

Commercial Video and High Speed Data Revenue $0 $0 $0 $0 $0 $44,143 $74,782 $87,634 $100,486 $135,410 $152,546 $169,682 Commercial Video and High Speed Data Operating Exp. $0 $0 $0 $0 $0 $586 $3,930 $6,594 $9,230 $13,046 $16,225 $20,260 Commercial Cash Flow $0 $0 $0 $0 $0 $43,556 $70,852 $81,040 $91,256 $122,364 $136,321 $149,422

Telecommunications Revenue $0 $0 $0 $0 $1,645 $1,630 $17,588 $62,553 $108,363 $147,687 $192,610 $237,490 Telecommunications Expenses $8,709 $9,009 $9,009 $9,009 $15,554 $13,540 $48,353 $84,280 $73,804 $94,997 $105,115 $112,837 Telecommunications Cash Flow ($8,709) ($9,009) ($9,009) ($9,009) ($13,909) ($11,909) ($30,765) ($21,727) $34,559 $52,690 $87,494 $124,653

Total Revenue $0 $0 $0 $0 $1,645 $63,250 $148,015 $250,318 $353,974 $482,458 $605,234 $728,637 Total Operating Expense $81,868 $82,168 $87,397 $95,924 $123,447 $155,782 $208,386 $269,772 $297,627 $335,931 $387,860 $511,560 EBITDA ($81,868) ($82,168) ($87,397) ($95,924) ($121,802) ($92,532) ($60,371) ($19,454) $56,347 $146,527 $217,375 $217,077

Interest Earned $0 $83,354 $75,869 $75,734 $75,252 $66,103 $63,448 $57,601 $53,572 $49,725 $44,753 $39,913

Municipal Bond - Interest $0 $0 $0 $0 $0 $0 $1,492,688 $0 $0 $0 $0 $0 Municipal Bond - Principal $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Municipal Bond - Total $0 $0 $0 $0 $0 $0 $1,492,688 $0 $0 $0 $0 $0

Net Operating Cash Flow ($81,868) $1,186 ($11,527) ($20,190) ($46,550) ($26,430) ($1,489,611) $38,146 $109,919 $196,252 $262,128 $256,991 Cummulative Cash Flow ($81,868) ($80,682) ($92,210) ($112,400) ($158,950) ($185,380) ($1,674,991) ($1,636,844) ($1,526,925) ($1,330,673) ($1,068,545) ($811,554)

Operating Expense Ratio 0% 0% 0% 0% 0% 0% 314% 194% 161% 125% 112% 129% Operating Income Ratio 0% 0% 0% 0% 0% 0% -214% -94% -61% -25% -12% -29%

Debt Service Coverage Ratio 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Rate of Return on Depreciated Assets -19.91% 0.28% -2.21% -2.29% -0.57% -0.26% 0.02% 0.23% 0.56% 0.83% 0.95% 0.81% Outstanding Debt Ratio to Assets 0.97 0.97 0.97 0.97 0.97 0.97 0.94 0.94 0.94 0.94 0.95 0.95

Cable Services Percentage of Total Revenue 0% 0% 0% 0% 0% 0% 88% 75% 69% 69% 68% 67% Telecom Services Percentage of Total Revenue 0% 0% 0% 0% 0% 0% 12% 25% 31% 31% 32% 33%

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 19 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Income Statement

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Subscriber Revenue $0 $0 $0 $0 $1,645 $63,250 $148,015 $250,318 $353,974 $482,458 $605,234 $728,637 Interest Earned $0 $83,354 $75,869 $75,734 $75,252 $66,103 $63,448 $57,601 $53,572 $49,725 $44,753 $39,913 Total Revenue $0 $83,354 $75,869 $75,734 $76,897 $129,352 $211,463 $307,919 $407,546 $532,183 $649,987 $768,551

Operating Expenses $81,868 $82,168 $87,397 $95,924 $123,447 $155,782 $208,386 $269,772 $297,627 $335,931 $387,860 $511,560 Depreciation Expense $2,297 $2,399 $2,939 $4,966 $45,373 $57,024 $74,736 $92,853 $110,561 $133,749 $156,716 $180,396 Property Tax Expense $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Operating Income ($84,166) ($1,214) ($14,466) ($25,156) ($91,923) ($83,454) ($71,659) ($54,707) ($642) $62,504 $105,412 $76,595

Interest Expense $0 $0 $0 $0 $0 $0 $1,492,688 $0 $0 $0 $0 $0

Net Income ($84,166) ($1,214) ($14,466) ($25,156) ($91,923) ($83,454) ($1,564,347) ($54,707) ($642) $62,504 $105,412 $76,595

Fund Transfer $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

Net Income After Fund Transfer ($84,166) ($1,214) ($14,466) ($25,156) ($91,923) ($83,454) ($1,564,347) ($54,707) ($642) $62,504 $105,412 $76,595

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 21 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Additional Information

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Total Capital Expenditures $413,528 $18,375 $97,125 $364,875 $7,273,248 $2,097,255 $3,188,072 $3,261,113 $3,187,325 $4,173,833 $4,134,126 $4,262,419 Total Capital Expenditures to Date $413,528 $431,903 $529,028 $893,903 $8,167,151 $10,264,406 $13,452,478 $16,713,590 $19,900,915 $24,074,748 $28,208,874 $32,471,293 Total Capital Expenditures Per Video Customer $0 $0 $0 $0 $0 $0 $16,519 $11,051 $9,003 $7,959 $7,131 $6,645

Total Residential Plant Cost $413,528 $18,375 $97,125 $364,875 $7,273,248 $2,097,255 $3,188,072 $3,261,113 $3,187,325 $4,173,833 $4,134,126 $4,262,419 Total Residential Plant Cost to Date $413,528 $431,903 $529,028 $893,903 $8,167,151 $10,264,406 $13,452,478 $16,713,590 $19,900,915 $24,074,748 $28,208,874 $32,471,293

Total Plant Cost $413,528 $18,375 $97,125 $364,875 $7,273,248 $2,097,255 $3,188,072 $3,261,113 $3,187,325 $4,173,833 $4,134,126 $4,262,419 Total Plant Cost to Date $413,528 $431,903 $529,028 $893,903 $8,167,151 $10,264,406 $13,452,478 $16,713,590 $19,900,915 $24,074,748 $28,208,874 $32,471,293

Total Cost Per Residential Plant Mile $0 $0 $0 $0 $0 $0 $269,050 $208,920 $180,917 $160,498 $148,468 $141,180 Total Plant Cost Per Home Passed $0 $0 $0 $0 $0 $0 $4,182 $3,247 $2,812 $2,495 $2,308 $2,194 Total Plant Cost Per Customer $0 $0 $0 $0 $0 $0 $11,616 $9,020 $7,811 $6,929 $6,410 $6,095

Paid In Capital $100,000 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Paid in Capital $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000

Total Debt $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 EBITDA to Debt Multiple 0.00 0.00 $0 0.00 (516.00) (679.22) (1,041.06) (3,230.63) 1,115.41 428.93 289.13 289.53 Debt Per Customer $0 $0 $0 $0 $0 $0 $77,175 $41,556 $28,433 $20,778 $15,889 $12,862 Accumulated Depreciation $2,297 $4,697 $7,636 $12,602 $57,975 $115,000 $189,736 $282,589 $393,149 $526,898 $683,614 $864,010 Depreciable Plant in Service and Inventory $411,230 $427,206 $521,392 $881,301 $8,109,176 $10,149,407 $13,262,742 $16,431,002 $19,507,766 $23,547,850 $27,525,260 $31,607,283

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 24 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Variables and Valuation

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Equity Additions $100,000 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Equity $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000

Debt Additions $62,850,000 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Municipal Bond Debt Before Principal Reduction $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 Municipal Bond Debt Reductions $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Municipal Bond Debt $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000

Municipal Bonds Available $62,850,000 $60,712,710 $60,695,521 $60,586,869 $60,201,804 $52,882,005 $50,758,320 $46,080,638 $42,857,672 $39,780,266 $35,802,686 $31,930,688 Municipal Bond Draw $2,037,290 $0 $0 $385,065 $7,319,798 $2,123,685 $4,677,682 $3,222,966 $3,077,406 $3,977,580 $3,871,998 $4,005,429 Cash on Hand $60,712,710 $60,695,521 $60,586,869 $60,201,804 $52,882,005 $50,758,320 $46,080,638 $42,857,672 $39,780,266 $35,802,686 $31,930,688 $27,925,259

Loans From Shareholders $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Preferred Stock $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Current Liabilities $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

Valuation Equity $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 Senior Debt $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 Sub Debt $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Loans From Shareholders $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Preferred Stock $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Current Liabilities $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Liabilities $62,950,000 $62,950,000 $62,950,000 $62,950,000 $62,950,000 $62,950,000 $62,950,000 $62,950,000 $62,950,000 $62,950,000 $62,950,000 $62,950,000

EBITDA ($81,868) ($82,168) ($87,397) ($95,924) ($121,802) ($92,532) ($60,371) ($19,454) $56,347 $146,527 $217,375 $217,077

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 25 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Variables and Valuation (Cont.)

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Sale Price @ a Multiple of: 8 ($654,947) ($657,347) ($699,175) ($767,390) ($974,419) ($740,258) ($482,969) ($155,635) $450,775 $1,172,216 $1,738,996 $1,736,618 End Cash $60,712,710 $60,695,521 $60,586,869 $60,201,804 $52,882,005 $50,758,320 $46,080,638 $42,857,672 $39,780,266 $35,802,686 $31,930,688 $27,925,259 Gross Profit ($2,892,237) ($2,911,826) ($3,062,306) ($3,515,586) ($11,042,414) ($12,931,937) ($17,352,331) ($20,247,963) ($22,718,958) ($25,975,098) ($29,280,316) ($33,288,123) Return on Equity 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% Annual Rate of Return 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% Return on Assets -4.7% -4.7% -4.9% -5.7% -17.9% -20.9% -28.8% -33.7% -37.8% -43.1% -48.5% -55.1% Annual Rate of Return on Depreciated Assets 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%

Total Video Customers 0 0 $0 0 0 233 814 1,512 2,210 3,025 3,956 4,886 Sales Price Per Video Customer $0 $0 $0 $0 $0 $0 ($593) ($103) $204 $388 $440 $355 Total Cost Per Video Customer $0 $0 $0 $0 $0 $0 $77,297 $41,622 $28,478 $20,811 $15,914 $12,883 Profit (Loss) Per Video Customer $0 $0 $0 $0 $0 $0 ($77,890) ($41,725) ($28,274) ($20,423) ($15,475) ($12,527)

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 23 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Balance Sheet Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

ASSETS Current Assets Cash and cash equivalents $60,712,710 $60,695,521 $60,586,869 $60,201,804 $52,882,005 $50,758,320 $46,080,638 $42,857,672 $39,780,266 $35,802,686 $31,930,688 $27,925,259 Short Term Investments $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Receivable, Net $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Inventories, Net $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Other Current Assets $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Current Assets $60,712,710 $60,695,521 $60,586,869 $60,201,804 $52,882,005 $50,758,320 $46,080,638 $42,857,672 $39,780,266 $35,802,686 $31,930,688 $27,925,259 Fixed Assets Land and Buildings $0 $0 $30,000 $30,000 $30,000 $30,000 $30,000 $30,000 $30,000 $30,000 $30,000 $30,000 Leasehold Improvements $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Towers, Earth Stations and Headend Equipment $0 $0 $0 $0 $6,756,903 $6,756,903 $6,756,903 $6,756,903 $6,756,903 $6,756,903 $6,756,903 $6,756,903 Distribution Plant and Subscriber Drops $288,836 $288,836 $288,836 $288,836 $288,836 $1,488,345 $3,290,753 $5,109,520 $6,917,276 $9,327,618 $11,737,960 $14,148,302 Customer Premise Equipment $0 $0 $0 $0 $0 $631,500 $1,664,138 $2,889,385 $3,974,772 $5,422,070 $6,870,759 $8,320,837 Computer Equipment and Software $0 $0 $45,000 $155,000 $185,000 $185,000 $185,000 $185,000 $185,000 $185,000 $185,000 $185,000 Vehicles, Machines, Mobile Comm. and Other Equipment $87,500 $87,500 $87,500 $122,500 $245,000 $350,000 $490,000 $490,000 $560,000 $595,000 $595,000 $700,000 Test Equipment and Special Tools $0 $0 $0 $185,000 $185,000 $200,000 $200,000 $200,000 $210,000 $215,000 $215,000 $230,000 Furniture, Fixtures and Other Equipment $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Other Equipment $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Other Assets $37,192 $55,567 $77,692 $112,567 $476,412 $622,658 $835,684 $1,052,783 $1,266,964 $1,543,156 $1,818,252 $2,100,251 Less accumulated depreciation and amortization ($2,297) ($4,697) ($7,636) ($12,602) ($57,975) ($115,000) ($189,736) ($282,589) ($393,149) ($526,898) ($683,614) ($864,010) Total Fixed Assets $411,230 $427,206 $521,392 $881,301 $8,109,176 $10,149,407 $13,262,742 $16,431,002 $19,507,766 $23,547,850 $27,525,260 $31,607,283 Other Assets Other Assets $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Cost of Bond Financing & Insurance $1,641,893 $1,641,893 $1,641,893 $1,641,893 $1,641,893 $1,641,893 $1,641,893 $1,641,893 $1,641,893 $1,641,893 $1,641,893 $1,641,893 Total Assets $62,765,834 $62,764,621 $62,750,154 $62,724,998 $62,633,075 $62,549,621 $60,985,274 $60,930,567 $60,929,925 $60,992,429 $61,097,841 $61,174,436

LIABILITIES AND FUND EQUITY Current Liabilities Accounts Payable and accrued liabilities $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Due to other Funds $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Other Current Liabilities $0$0$0$0$0$0$0$0$0$0$0$0 Total Current Liabilities $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Long Term Debt Bonds Payable $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 Other Payables $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Long Term Debt $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 Total Liabilities $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 Fund Equity Reserved Funds: $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Reserved Funds $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Unreserved Funds: $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Designated Funds $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Undesignated Funds $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Unreserved Funds $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Fund Equity ($84,166) ($85,379) ($99,846) ($125,002) ($216,925) ($300,379) ($1,864,726) ($1,919,433) ($1,920,075) ($1,857,571) ($1,752,159) ($1,675,564) Total Liabilities and Fund Equity $62,765,834 $62,764,621 $62,750,154 $62,724,998 $62,633,075 $62,549,621 $60,985,274 $60,930,567 $60,929,925 $60,992,429 $61,097,841 $61,174,436

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 17 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Key Operating Statistics - Residential

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Monthly Revenue All Services Per Video Customer Video Services $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $50.85 $50.85 $50.85 $50.85 $50.85 $50.85 High Speed Data Access Services $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $5.47 $5.74 $6.05 $6.32 $6.58 $6.86 Telecommunications Service $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.51 $0.71 $0.71 $0.71 $0.71 Average Monthly Revenue All Services Per Video Customer $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $56.32 $57.10 $57.60 $57.88 $58.14 $58.42 Average Annual Revenue All Services Per Video Customer $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $675.85 $685.16 $691.26 $694.59 $697.67 $701.08 Average Monthly Revenue Per Telecommunications Customer $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $3.39 $3.40 $3.41 $3.41 $3.41 $3.40 Average Annual Revenue Per Telecommunications Customer $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $40.73 $40.75 $40.88 $40.91 $40.86 $40.84

Monthly Programming Expense Per Video Customer Basic Programming $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $13.23 $13.23 $13.23 $13.23 $13.23 $13.23 Premium Programming $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $5.28 $5.28 $5.28 $5.28 $5.28 $5.28 Pay Per View Programming $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $1.20 $1.20 $1.20 $1.20 $1.20 $1.20 Channel Guide $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.31 $0.17 $0.11 $0.08 $0.06 $0.05 Total Programming $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $20.02 $19.88 $19.82 $19.79 $19.77 $19.76

Monthly Operating Expense Per Video Customer Sales & Advertising Expense Per Video Customer $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $19.58 $10.54 $7.21 $5.33 $4.08 $3.30 Field & Technical $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $71.21 $38.82 $31.55 $20.27 $18.12 $22.99 General & Administrative $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $66.39 $40.51 $32.27 $24.90 $21.14 $26.53 Total Operating Expense $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $157.18 $89.87 $71.04 $50.50 $43.33 $52.82

Monthly Telecommunications Oper Exp Per Video Customer Cost of Goods Sold $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $1.05 $0.61 $0.47 $0.41 $0.37 $0.35 Facility Based $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $14.91 $7.12 $4.36 $3.98 $3.31 $2.73 Commercial & Marketing $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $3.74 $8.15 $2.34 $2.24 $1.76 $1.45 Administrative $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $2.44 $1.01 $0.61 $0.44 $0.34 $0.28 Total Telecommunications Oper Exp Per Video Customer $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $22.14 $16.90 $7.78 $7.08 $5.78 $4.81

Monthly Cash Flow All Services Per Video Cust $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 ($143.02) ($69.55) ($41.03) ($19.49) ($10.74) ($18.97)

Monthly Revenue/Expenses Per Channel Total Channels $131.00 $131.00 $131.00 $131.00 $131.00 $131.00 $131.00 $131.00 $131.00 $131.00 $131.00 $131.00 Revenue Per Sub Per Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.43 $0.44 $0.44 $0.44 $0.44 $0.45 Programming Exp. Per Sub Per Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.15 $0.15 $0.15 $0.15 $0.15 $0.15

Monthly Telecommunications Oper Exp Per Telecommunications Customer Cost of Goods Sold $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $7.03 $2.93 $2.27 $1.98 $1.80 $1.68 Facility Based $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $99.93 $34.15 $20.90 $19.11 $15.87 $13.09 Commercial & Marketing $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $25.07 $39.08 $11.20 $10.77 $8.42 $6.97 Administrative $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $16.32 $4.86 $2.92 $2.13 $1.63 $1.32 Total Telecommunications Oper Exp Per Telecommunications C $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $148.34 $81.02 $37.29 $33.99 $27.72 $23.06

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 18 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Key Operating Statistics - Commercial

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12 Monthly Revenue Per Customer Per Service Average Video Service Per Video Service Unit $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $8.00 $64.58 $64.58 $64.58 $64.58 $64.58 Average High Speed Data Revenue Per Data Customer $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $219.10 $63.92 $63.92 $63.92 $63.92 $63.92 Average Telecommunications Revenue Per Telecommunication $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $126.42 $66.57 $58.98 $58.62 $58.89 $58.81

Monthly Expense Per Customer Per Service Programming Expense Per Video Service Unit $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $4.50 $4.50 $4.50 $4.50 $4.50 $4.50 High Speed Data Expense Per Data Customer $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $38.77 $32.55 $30.09 $31.93 $29.11 $29.70 Telecommunications Expenses Per Telecommunications Custom $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $6,210.03 $1,341.22 $494.36 $447.48 $366.99 $305.00

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 28 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Selling & Advertising - Residential

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Salaries - Sales $4,979 $4,979 $4,979 $4,979 $4,979 $4,979 $4,979 $4,979 $4,979 $4,979 $4,979 $4,979 Sales Commissions $0 $0 $0 $2,490 $2,490 $2,490 $2,490 $2,490 $2,490 $2,490 $2,490 $2,490 Payroll Taxes $812 $812 $812 $1,218 $1,218 $1,218 $1,218 $1,218 $1,218 $1,218 $1,218 $1,218 Benefits $2,539 $2,539 $2,539 $2,539 $2,539 $2,539 $2,539 $2,539 $2,539 $2,539 $2,539 $2,539 Advertising & Promotions $2,250 $2,250 $2,250 $2,250 $2,250 $2,250 $2,250 $2,250 $2,250 $2,250 $2,250 $2,250 Direct Mail $400 $400 $400 $400 $400 $400 $400 $400 $400 $400 $400 $400 Sales Materials $0 $0 $0 $0 $0 $232 $348 $349 $350 $466 $468 $469 Support Materials $0 $0 $0 $0 $0 $116 $174 $174 $175 $233 $234 $234 Graphic Design $250 $250 $250 $250 $250 $250 $250 $250 $250 $250 $250 $250 Office Supplies/Postage $125 $125 $125 $125 $125 $125 $125 $125 $125 $125 $125 $125 Training & Seminars $200 $200 $200 $200 $200 $200 $200 $200 $200 $200 $200 $200 Travel & Entertainment $150 $150 $150 $150 $150 $150 $150 $150 $150 $150 $150 $150 Miscellaneous $750 $750 $750 $750 $750 $750 $750 $750 $750 $750 $750 $750 Total Sales & Marketing Expenses $12,456 $12,456 $12,456 $15,351 $15,351 $15,699 $15,873 $15,875 $15,876 $16,051 $16,053 $16,054 Total Sales & Marketing Expense Allocation $12,456 $12,456 $12,456 $15,351 $15,351 $15,699 $15,873 $15,875 $15,876 $16,051 $16,053 $16,054

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 41 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Sales and Marketing Variables

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12 Sales and Marketing Employees and Contractors Marketing and Sales Manager 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Sales Clerks 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50 In-House Field Representatives 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Contract Field Representatives 0.00 0.00 0.00 0.00 0.00 0.00 6.00 6.00 6.00 8.00 8.00 8.00 Total Sales and Marketing Employees and Contractors 1.50 1.50 1.50 1.50 1.50 1.50 7.50 7.50 7.50 9.50 9.50 9.50

Sales and Marketing Employees and Contractors Marketing and Sales Manager $3,958 $3,958 $3,958 $3,958 $3,958 $3,958 $3,958 $3,958 $3,958 $3,958 $3,958 $3,958 Sales Clerks $1,021 $1,021 $1,021 $1,021 $1,021 $1,021 $1,021 $1,021 $1,021 $1,021 $1,021 $1,021 In-House Field Representatives $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Contract Field Representatives $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Sales and Marketing Salary & Wages $4,979 $4,979 $4,979 $4,979 $4,979 $4,979 $4,979 $4,979 $4,979 $4,979 $4,979 $4,979

Vehicles 000000000000

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 29 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Field & Technical Expenses - Residential

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Salaries - Technical $12,292 $12,292 $12,292 $12,292 $23,000 $28,083 $28,083 $28,083 $33,167 $27,583 $33,167 $55,750 Payroll Taxes $2,005 $2,005 $2,005 $2,005 $3,751 $4,580 $4,580 $4,580 $5,409 $4,499 $5,409 $9,093 Benefits $6,269 $6,269 $6,269 $6,269 $11,730 $14,323 $14,323 $14,323 $16,915 $14,068 $16,915 $28,433 Pole Rental $0 $0 $0 $0 $0 $158 $395 $632 $869 $1,185 $1,501 $1,817 Plant Repairs & Maintenance $0 $0 $0 $0 $0 $120 $300 $480 $660 $900 $1,140 $1,380 Equipment Repairs & Maintenance $350 $350 $350 $350 $350 $350 $350 $350 $350 $350 $350 $350 Converter Maintenance $350 $350 $350 $350 $350 $350 $350 $350 $350 $350 $350 $350 Vehicle Expense $1,188 $1,188 $1,188 $1,188 $2,850 $3,800 $3,800 $3,800 $4,750 $4,750 $4,750 $5,700 Mobile Communications $938 $938 $938 $938 $2,250 $3,000 $3,000 $3,000 $3,750 $3,750 $3,750 $4,500 Supplies - Technical,Engineering, Drafting, etc. $200 $200 $200 $200 $200 $200 $200 $200 $200 $200 $200 $200 Training & Seminars $150 $150 $150 $150 $150 $150 $150 $150 $150 $150 $150 $150 Tools & Equipment $150 $150 $150 $150 $150 $150 $150 $150 $150 $150 $150 $150 Utilities - Power Supplies $0 $0 $0 $0 $0 $200 $500 $800 $1,100 $1,500 $1,900 $2,300 Utilities - Headend $800 $800 $800 $800 $800 $800 $800 $800 $800 $800 $800 $800 Property Damage $75 $75 $75 $75 $75 $75 $75 $75 $75 $75 $75 $75 Uniforms $63 $63 $63 $63 $150 $200 $200 $200 $250 $250 $250 $300 Office Supplies $125 $125 $125 $125 $125 $125 $125 $125 $125 $125 $125 $125 Miscellaneous $350 $350 $350 $350 $350 $350 $350 $350 $350 $350 $350 $350 Total Field & Technical Expenses $25,303 $25,303 $25,303 $25,303 $46,281 $57,014 $57,731 $58,448 $69,420 $61,035 $71,333 $111,823 Total Field & Technical Expense Allocation $25,303 $25,303 $25,303 $25,303 $46,281 $57,014 $57,731 $58,448 $69,420 $61,035 $71,333 $111,823

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 42 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Field & Technical Variables

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12 Field & Technical Employees and Contractors Technical Manager (s) 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Headend Technicians 0.00 0.00 0.00 0.00 1.50 1.50 1.50 1.50 1.50 1.50 1.50 1.50 Construction Manager/Plant Manager 1.50 1.50 1.50 1.50 1.50 1.50 1.50 1.50 1.50 1.50 1.50 1.50 Broadband Service Technicians 0.00 0.00 0.00 0.00 1.00 2.00 2.00 2.00 3.00 3.00 3.00 4.00 Telecom Service Technicians 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Installer/Service Technician 0.00 0.00 0.00 0.00 1.00 2.00 2.00 2.00 3.00 3.00 3.00 4.00 High Speed Data Technician 0.00 0.00 0.00 1.00 1.00 2.00 2.00 2.00 2.00 2.00 2.00 3.00 Contract Installers 0.00 0.00 0.00 0.00 0.00 0.00 7.00 7.00 7.00 10.00 10.00 10.00 Total Field & Technical Employees and Contractors 2.50 2.50 2.50 3.50 7.00 10.00 17.00 17.00 19.00 22.00 22.00 25.00

Field & Technical Salary & Wages & Bonus Technical Manager (s) $5,417 $5,417 $5,417 $5,417 $5,417 $5,417 $5,417 $5,417 $5,417 $5,417 $5,417 $15,417 Headend Technicians $0 $0 $0 $0 $5,625 $5,625 $5,625 $5,625 $5,625 $5,625 $5,625 $13,125 Construction Manager/Plant Manager $6,875 $6,875 $6,875 $6,875 $6,875 $6,875 $6,875 $6,875 $6,875 $6,875 $6,875 $6,875 Broadband Service Technicians $0 $0 $0 $0 $2,792 $5,583 $5,583 $5,583 $8,375 $2,792 $8,375 $11,167 Telecom Service Technicians $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Installer/Service Technician $0 $0 $0 $0 $2,292 $4,583 $4,583 $4,583 $6,875 $6,875 $6,875 $9,167 High Speed Data Technician $0 $0 $0 $2,708 $2,708 $5,417 $5,417 $5,417 $5,417 $5,417 $5,417 $8,125 Total Field & Technical Salary & Wages $12,292 $12,292 $12,292 $12,292 $23,000 $28,083 $28,083 $28,083 $33,167 $27,583 $33,167 $55,750 High Speed Data Salary & Wages $0 $0 $0 $2,708 $2,708 $5,417 $5,417 $5,417 $5,417 $5,417 $5,417 $8,125

Vehicles - Field & Technical 3333688810101012 Vehicles - High Speed Data 000112222223

Attributable Technical Salary & Wage Expenses Cable Services Salary & Wages Allocated 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% Telecom Salary & Wages Allocated to Cable Services 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 88.12% 75.01% 69.39% 69.39% 68.18% 67.41% Additional Allocation - 1 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Additional Allocation - 2 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 30 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 G & A Expenses - Residential

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Salaries & Wages $15,833 $15,833 $18,958 $18,958 $18,958 $25,208 $27,292 $27,292 $29,375 $29,375 $29,375 $51,875 Payroll Taxes $2,582 $2,582 $3,092 $3,092 $3,092 $4,111 $4,451 $4,451 $4,791 $4,791 $4,791 $8,461 Benefits $8,075 $8,075 $9,669 $9,669 $9,669 $12,856 $13,919 $13,919 $14,981 $14,981 $14,981 $26,456 Contract Labor $300 $300 $300 $300 $300 $300 $300 $300 $300 $300 $300 $300 Consulting $300 $300 $300 $300 $300 $300 $300 $300 $300 $300 $300 $300 Vehicle Expense $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Travel & Entertainment $300 $300 $300 $300 $300 $300 $300 $300 $300 $300 $300 $300 Training & Seminars $100 $100 $100 $100 $100 $100 $100 $100 $100 $100 $100 $100 Bank Charges $75 $75 $75 $75 $75 $75 $75 $75 $75 $75 $75 $75 Security $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Contributions $100 $100 $100 $100 $100 $100 $100 $100 $100 $100 $100 $100 Bad Debt $0 $0 $0 $0 $0 $261 $915 $1,700 $2,484 $3,399 $4,445 $5,491 Uniforms $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Insurance $2,750 $2,750 $2,750 $2,750 $2,750 $2,750 $2,750 $2,750 $2,750 $2,750 $2,750 $2,750 Utilities $650 $650 $650 $650 $650 $650 $650 $650 $650 $650 $650 $650 Postage $250 $250 $250 $250 $250 $250 $250 $250 $250 $250 $250 $250 Copyright Fees $0 $0 $0 $0 $0 $3 $10 $18 $27 $36 $47 $59 Franchise Fees $0 $0 $0 $0 $0 $589 $2,061 $3,828 $5,595 $7,656 $10,012 $12,367 FCC Regulatory Fee $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Sales Tax $0 $0 $0 $0 $0 $707 $2,473 $4,594 $6,714 $9,187 $12,014 $14,841 Billing Service $0 $0 $0 $0 $0 $463 $1,621 $3,011 $4,401 $6,022 $7,875 $9,728 Answering Service $350 $350 $350 $350 $350 $350 $350 $350 $350 $350 $350 $350 Dues & Subscriptions $100 $100 $100 $100 $100 $100 $100 $100 $100 $100 $100 $100 Rent $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Telecommunications $650 $650 $650 $650 $650 $650 $650 $650 $650 $650 $650 $650 Office Supplies $350 $350 $350 $350 $350 $350 $350 $350 $350 $350 $350 $350 Repair & Maint. $125 $125 $125 $125 $125 $125 $125 $125 $125 $125 $125 $125 Office Equipment $150 $150 $150 $150 $150 $150 $150 $150 $150 $150 $150 $150 Subs/Research $35 $35 $35 $35 $35 $35 $35 $35 $35 $35 $35 $35 Taxes & Licenses $250 $250 $250 $250 $250 $250 $250 $250 $250 $250 $250 $250 Accounting $300 $300 $300 $300 $300 $300 $300 $300 $300 $300 $300 $300 Legal $500 $500 $500 $500 $500 $500 $500 $500 $500 $500 $500 $500 Property Taxes $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Janitorial Services $150 $150 $150 $150 $150 $150 $150 $150 $150 $150 $150 $150 Computer Repair $175 $175 $175 $175 $175 $175 $175 $175 $175 $175 $175 $175 Miscellaneous $500 $500 $500 $500 $500 $500 $500 $500 $500 $500 $500 $500 Telecom Allocation $0 $0 $0 $0 $0 $0 ($7,382) ($6,284) ($5,813) ($8,933) ($8,777) ($8,678) Management Entity Allocation $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total G & A Expenses $34,951 $34,951 $40,179 $40,179 $40,179 $52,659 $53,820 $60,988 $71,014 $74,975 $83,224 $129,060 Total G & A Expense Allocation $34,951 $34,951 $40,179 $40,179 $40,179 $52,659 $53,820 $60,988 $71,014 $74,975 $83,224 $129,060

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 43 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 G & A Variables

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12 G & A Employees General Managers 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Office Manager 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 MIS Director 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Accountant 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50 Customer Service Representatives 0.00 0.00 0.00 0.00 0.00 3.00 4.00 4.00 5.00 5.00 5.00 5.00 Support Staff 1.50 1.50 1.50 1.50 1.50 1.50 1.50 1.50 1.50 1.50 1.50 1.50 Total G & A Employees 5.00 5.00 5.00 5.00 5.00 8.00 9.00 9.00 10.00 10.00 10.00 10.00

G & A Salary & Wages General Managers $6,250 $6,250 $6,250 $6,250 $6,250 $6,250 $6,250 $6,250 $6,250 $6,250 $6,250 $28,750 Office Manager $3,750 $3,750 $3,750 $3,750 $3,750 $3,750 $3,750 $3,750 $3,750 $3,750 $3,750 $3,750 MIS Director $4,583 $4,583 $4,583 $4,583 $4,583 $4,583 $4,583 $4,583 $4,583 $4,583 $4,583 $4,583 Accountant $1,250 $1,250 $1,250 $1,250 $1,250 $1,250 $1,250 $1,250 $1,250 $1,250 $1,250 $1,250 Customer Service Representatives $0 $0 $0 $0 $0 $6,250 $8,333 $8,333 $10,417 $10,417 $10,417 $10,417 Support Staff $0 $0 $3,125 $3,125 $3,125 $3,125 $3,125 $3,125 $3,125 $3,125 $3,125 $3,125 Total G & A Salary & Wages $15,833 $15,833 $18,958 $18,958 $18,958 $25,208 $27,292 $27,292 $29,375 $29,375 $29,375 $51,875

Vehicles 111111111111

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 27 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Programming & Related Exp. - Residential

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12 Limited Basic Service $0 $0 $0 $0 $0 $153 $535 $994 $1,452 $1,987 $2,599 $3,210 Standard Basic Service $0 $0 $0 $0 $0 $2,911 $10,188 $18,920 $27,653 $37,840 $49,483 $61,127 Pay Programming $0 $0 $0 $0 $0 $1,223 $4,282 $7,952 $11,623 $15,905 $20,799 $25,693 PPV Programming $0 $0 $0 $0 $0 $278 $973 $1,807 $2,641 $3,613 $4,725 $5,837 Guide Channels $0 $0 $0 $250 $250 $250 $250 $250 $250 $250 $250 $250 Total Programming Expense $0 $0 $0 $250 $250 $4,815 $16,228 $29,923 $43,618 $59,596 $77,856 $96,117

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 40 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Capital Expenditures

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Strand Mapping, Permitting, Engineering and Design $288,836 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Project Consulting $17,500 $17,500 $17,500 $17,500 $17,500 $17,500 $17,500 $17,500 $17,500 $17,500 $17,500 $17,500 Aerial Make Ready Engineering $0 $0 $0 $0 $0 $2,921 $4,381 $4,381 $4,381 $5,841 $5,841 $5,841 Aerial Make Ready $0 $0 $0 $0 $0 $31,605 $47,407 $47,407 $47,407 $63,210 $63,210 $63,210 Aerial Strand Labor $0 $0 $0 $0 $0 $14,603 $21,904 $21,904 $21,904 $29,206 $29,206 $29,206 Aerial Strand, Hardware & Materials $0 $0 $0 $0 $0 $14,368 $21,553 $21,553 $21,553 $28,737 $28,737 $28,737 Wave7 Optical Cores and Taps $0 $0 $0 $0 $0 $470,599 $705,899 $705,899 $705,899 $941,198 $941,198 $941,198 Fiber Cable $0 $0 $0 $0 $0 $84,110 $126,166 $126,166 $126,166 $168,221 $168,221 $168,221 Fiber Labor $0 $0 $0 $0 $0 $54,912 $82,368 $82,368 $82,368 $109,824 $109,824 $109,824 Underground Plant Labor $0 $0 $0 $0 $0 $303,418 $455,127 $455,127 $455,127 $606,836 $606,836 $606,836 Fiber Splicing $0 $0 $0 $0 $0 $62,865 $94,298 $94,298 $94,298 $125,730 $125,730 $125,730 Customer Premise Install Labor & Materials - Residential $0 $0 $0 $0 $0 $137,199 $205,799 $205,799 $205,799 $274,399 $274,399 $274,399 Customer Premise Install Labor & Materials - Commercial $0 $0 $0 $0 $0 $0 $3,146 $19,503 $8,493 $11,325 $11,325 $11,325 Headend Video Electronics $0 $0 $0 $0 $2,008,679 $0 $0 $0 $0 $0 $0 $0 Headend Building, Tower & Generator $0 $0 $0 $0 $669,180 $0 $0 $0 $0 $0 $0 $0 Digital Headend Equipment $0 $0 $0 $0 $498,254 $0 $0 $0 $0 $0 $0 $0 Headend Optoelectronics $0 $0 $0 $0 $2,199,002 $0 $0 $0 $0 $0 $0 $0 Hotel/Motel Rewiring - Labor & Materials $0 $0 $0 $0 $0 $22,908 $34,362 $34,362 $34,362 $45,816 $45,816 $45,816 Customer Premise Equipment $0 $0 $0 $0 $0 $6,221 $9,332 $9,332 $9,332 $12,443 $12,443 $12,443 Digital Customer Premise Equipment $0 $0 $0 $0 $0 $137,886 $206,829 $206,829 $206,829 $275,772 $275,772 $275,772 Telephone Switch & Data Equipment $0 $0 $0 $0 $1,381,788 $0 $0 $0 $0 $0 $0 $0 Wave7 Customer Premise - Residential $0 $0 $0 $0 $0 $478,055 $717,083 $717,083 $717,083 $956,111 $956,111 $956,111 Wave7 Customer Premise - Commercial $0 $0 $0 $0 $0 $0 $84,692 $276,259 $135,357 $180,475 $180,475 $180,475 High Speed Data Installation - Residential $0 $0 $0 $0 $0 $5,328 $8,687 $9,730 $10,772 $14,479 $15,869 $17,259 High Speed Data Installation - Commercial $0 $0 $0 $0 $0 $4,010 $6,014 $6,014 $6,014 $8,019 $8,019 $8,019 Office Building, Land, Studio, Furniture & Office Equipment $0 $0 $30,000 $0 $0 $0 $0 $0 $0 $0 $0 $0 Computer Equipment & Billing System Software $0 $0 $45,000 $110,000 $30,000 $0 $0 $0 $0 $0 $0 $0 Marketing & Sales - Video $0 $0 $0 $0 $0 $24,089 $36,133 $36,133 $36,133 $48,178 $48,178 $48,178 Marketing & Sales - Data $0 $0 $0 $0 $0 $4,788 $7,579 $8,175 $8,771 $11,760 $12,555 $13,349 Special Project Fund $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Fusion Splicer and Splicing Equipment $0 $0 $0 $60,000 $0 $0 $0 $0 $0 $0 $0 $0 Tools, Test Equipment and Spare Equipment $0 $0 $0 $125,000 $0 $15,000 $0 $0 $10,000 $5,000 $0 $15,000 Vehicles and Mobile Communications $87,500 $0 $0 $35,000 $122,500 $105,000 $140,000 $0 $70,000 $35,000 $0 $105,000 Total $393,836 $17,500 $92,500 $347,500 $6,926,903 $1,997,386 $3,036,259 $3,105,822 $3,035,547 $3,975,079 $3,937,263 $4,059,447 Contingency $19,692 $875 $4,625 $17,375 $346,345 $99,869 $151,813 $155,291 $151,777 $198,754 $196,863 $202,972 State Sales Tax $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Capital Expenditures $413,528 $18,375 $97,125 $364,875 $7,273,248 $2,097,255 $3,188,072 $3,261,113 $3,187,325 $4,173,833 $4,134,126 $4,262,419 Total Capital Expenditures to Date $413,528 $431,903 $529,028 $893,903 $8,167,151 $10,264,406 $13,452,478 $16,713,590 $19,900,915 $24,074,748 $28,208,874 $32,471,293

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 14 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Plant Statistics

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Total Plant Miles to Construct Tri-Cities, Illinois 443.00 443.00 443.00 443.00 443.00 423.00 393.00 363.00 333.00 293.00 253.00 213.00 Phase II Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase III Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Total Plant Miles to Construct 443.00 443.00 443.00 443.00 443.00 423.00 393.00 363.00 333.00 293.00 253.00 213.00

Residential Plant Miles - Constructed Tri-Cities, Illinois 0.00 0.00 0.00 0.00 0.00 20.00 30.00 30.00 30.00 40.00 40.00 40.00 Phase II Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase III Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Total Residential Plant Miles - Constructed 0.00 0.00 0.00 0.00 0.00 20.00 30.00 30.00 30.00 40.00 40.00 40.00

Residential Plant Miles - End Tri-Cities, Illinois 0.00 0.00 0.00 0.00 0.00 20.00 50.00 80.00 110.00 150.00 190.00 230.00 Phase II Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase III Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Total Residential Plant Miles - End 0.00 0.00 0.00 0.00 0.00 20.00 50.00 80.00 110.00 150.00 190.00 230.00

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 15 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Plant Statistics (Cont.)

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12 Commercial Plant Miles - Begin Tri-Cities, Illinois 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase II Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase III Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Total Commercial Plant Miles - Begin 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Commercial Plant Miles - Constructed Tri-Cities, Illinois 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase II Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase III Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Total Commercial Plant Miles - Constructed 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Commercial Plant Miles - End Tri-Cities, Illinois 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase II Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase III Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Total Commercial Plant Miles - End 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Plant Miles Total Plant Miles - Begin 0.00 0.00 0.00 0.00 0.00 0.00 20.00 50.00 80.00 110.00 150.00 190.00 Total Plant Miles - Constructed 0.00 0.00 0.00 0.00 0.00 20.00 30.00 30.00 30.00 40.00 40.00 40.00 Total Plant Miles - End 0.00 0.00 0.00 0.00 0.00 20.00 50.00 80.00 110.00 150.00 190.00 230.00

Total Construction Footage 00000105,600 158,400 158,400 158,400 211,200 211,200 211,200 % of Outside Plant - Aerial 40% 40% 40% 40% 40% 40% 40% 40% 40% 40% 40% 40% % of Outside Plant - Underground 60% 60% 60% 60% 60% 60% 60% 60% 60% 60% 60% 60% Aerial Construction Footage 0000041,723 62,584 62,584 62,584 83,445 83,445 83,445 Underground Construction Footage 0000063,877 95,816 95,816 95,816 127,755 127,755 127,755

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 16 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Homes and Customers Per Mile

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Residential Homes Passed Per Mile Tri-Cities, Illinois 64.34 64.34 64.34 64.34 64.34 64.34 64.34 64.34 64.34 64.34 64.34 64.34 Phase II Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase III Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Average Homes Passed Per Mile 0.00 0.00 0.00 0.00 0.00 0.00 64.34 64.34 64.34 64.34 64.34 64.34

Customers Per Mile 0.00 0.00 0.00 0.00 0.00 0.00 23.16 23.16 23.16 23.16 23.16 23.16

Commercial Units Passed Per Mile Tri-Cities, Illinois 9.96 9.96 9.96 9.96 9.96 9.96 9.96 9.96 9.96 9.96 9.96 9.96 Phase II Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase III Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Active Commercial Units Pass/Mile 0.00 0.00 0.00 0.00 0.00 0.00 0.50 0.50 0.50 0.50 0.50 0.50

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 6 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Homes Passed - Customers

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Add Serviceable Homes Passed Total & by Franchise Area Begin Homes Passed 0000001,287 3,217 5,147 7,077 9,651 12,225 Tri-Cities, Illinois 000001,287 1,930 1,930 1,930 2,574 2,574 2,574 Phase II Service Area 000000000000 Phase III Service Area 000000000000 Total Add Serviceable Homes Passed 000001,287 1,930 1,930 1,930 2,574 2,574 2,574 End Homes Passed 000001,287 3,217 5,147 7,077 9,651 12,225 14,798

Total Potenial Homes Passed by Franchise Area Tri-Cities, Illinois 000001,287 3,217 5,147 7,077 9,651 12,225 14,798 Phase II Service Area 000000000000 Phase III Service Area 000000000000 End Homes Passed 000001,287 3,217 5,147 7,077 9,651 12,225 14,798

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 7 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Homes Passed - Customers (Cont.)

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

End Customers by Franchise Area Tri-Cities, Illinois 000004631,158 1,853 2,548 3,474 4,401 5,327 Phase II Service Area 000000000000 Phase III Service Area 000000000000 Total Customers 000004631,158 1,853 2,548 3,474 4,401 5,327

Average Customers by Franchise Area Tri-Cities, Illinois 000002328111,506 2,200 3,011 3,938 4,864 Phase II Service Area 000000000000 Phase III Service Area 000000000000 Total Average Customers 000002328111,506 2,200 3,011 3,938 4,864

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 8 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Homes Passed - Customers (Cont.)

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Average Customers Percentage by Franchise Area Tri-Cities, Illinois 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% Phase II Service Area 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Phase III Service Area 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

New Plant Extensions Homes Constructed Tri-Cities, Illinois 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% Phase II Service Area 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% Phase III Service Area 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% Video Service Penetration - New Construction All 36.0% 36.0% 36.0% 36.0% 36.0% 36.0% 36.0% 36.0% 36.0% 36.0% 36.0% 36.0%

Video Service Penetration - Overall 0.0% 0.0% 0.0% 0.0% 0.0% 36.0% 36.0% 36.0% 36.0% 36.0% 36.0% 36.0%

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 9 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Homes Passed - Customers (Cont.)

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

New Construction Video Service Installs Tri-Cities, Illinois 00000463695695695926926926 Phase II Service Area 000000000000 Phase III Service Area 000000000000 Total New Construction Video Service Installs 00000463695695695926926926

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 10 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Homes Passed - Customers (Cont.)

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Video Services Reconnects Tri-Cities, Illinois 0000001356911 Phase II Service Area 000000000000 Phase III Service Area 000000000000 Total Basic Video Service Reconnects 0000001356911

Video Services Disconnects Tri-Cities, Illinois 0000001356911 Phase II Service Area 000000000000 Phase III Service Area 000000000000 Total Basic Video Service Disconnects 0000001356911

Video Service Customers Begin Basic Video Service Customers 0000004631,158 1,853 2,548 3,474 4,401 Net Add Basic Video Service Customers 00000463695695695926926926 End Basic Video Service Customers 000004631,158 1,853 2,548 3,474 4,401 5,327 Average Basic Video Service Customers 000002328111,506 2,200 3,011 3,938 4,864

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 11 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Homes Passed - Customers (Cont.)

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

High Speed Data Customers Begin High Speed Data Customers 00000061159269390553730 Add High Speed Data Customers 000006199111123165181197 High Speed Data Disconnects 000000112345 End High Speed Data Customers 0000061159269390553730923 Average High Speed Data Customers 0000030110214329471642827 High Speed Data Penetration to Homes Passed 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 4.94% 5.22% 5.51% 5.73% 5.98% 6.24% High Speed Data Penetration to Subscribers 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 13.74% 14.51% 15.31% 15.91% 16.60% 17.33%

Commercial Customers Passed Begin Commercial Units Passed 0000001994987971,096 1,494 1,892 Tri-Cities, Illinois 00000199299299299398398398 Phase II Service Area 000000000000 Phase III Service Area 000000000000 End Commercial Units Passed 000001994987971,096 1,494 1,892 2,291 Total Add Commercial Unites Passed 00000199299299299398398398

Video Service Penetration - Commercial Units 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% Begin Commercial Unit Video Customers 000000102540557595 Commercial Units Video Added Customers 0000010151515202020 Ending Commercial Video Units Customers 00000102540557595115 Average Commercial Video Units 0000051732476585105 Average Commercial Video Penetration to Units Passed 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 3.5% 4.1% 4.3% 4.3% 4.5% 4.6% Average FCC Equivalent Commercial Units 0000014710141822

Total Average Equivalent Video Customers 000002338141,512 2,210 3,025 3,956 4,886

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 46 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Service Penetration

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Basic 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% Expanded Basic 97.00% 97.00% 97.00% 97.00% 97.00% 97.00% 97.00% 97.00% 97.00% 97.00% 97.00% 97.00% Business Basic 0.20% 0.20% 0.20% 0.20% 0.20% 0.20% 0.20% 0.20% 0.20% 0.20% 0.20% 0.20% Line Maintenance Plan 65.00% 65.00% 65.00% 65.00% 65.00% 65.00% 65.00% 65.00% 65.00% 65.00% 65.00% 65.00% Set Top with Remote 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% Additional Digital Converter 7.00% 7.00% 7.00% 7.00% 7.00% 7.00% 7.00% 7.00% 7.00% 7.00% 7.00% 7.00% HBO Analog Only 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% HBO Digital Group 8.00% 8.00% 8.00% 8.00% 8.00% 8.00% 8.00% 8.00% 8.00% 8.00% 8.00% 8.00% Cinemax Digital Group 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% Showtime Digital Group 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% The Movie Channel Digital Group 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% Starz/Encore Group 12.50% 12.50% 12.50% 12.50% 12.50% 12.50% 12.50% 12.50% 12.50% 12.50% 12.50% 12.50% Encore 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Showtime Digital Combo (Show, TMC, Flix & Sundance) 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% HBO Digital Group/Cinemax Digital Group 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% Digital Basic Tier with Music Choice 24.00% 24.00% 24.00% 24.00% 24.00% 24.00% 24.00% 24.00% 24.00% 24.00% 24.00% 24.00% Video on Demand Movies & Events 11.00% 11.00% 11.00% 11.00% 11.00% 11.00% 11.00% 11.00% 11.00% 11.00% 11.00% 11.00% Advertising Sales 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% Open 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Open 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Open 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Late Charges 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% Pay Per View Movies 40.00% 40.00% 40.00% 40.00% 40.00% 40.00% 40.00% 40.00% 40.00% 40.00% 40.00% 40.00% Pay Per View Channels 666666666666

Commercial Basic 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% Commercial HBO 20.00% 20.00% 20.00% 20.00% 20.00% 20.00% 20.00% 20.00% 20.00% 20.00% 20.00% 20.00% Commercial Pay Per View 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 47 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Service Penetration (Cont.)

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Residential Standard High Speed Data - Level 1 0.75% 0.75% 0.75% 0.75% 0.75% 0.75% 0.75% 0.75% 0.75% 0.75% 0.75% 0.75% Silver High Speed Data - Level 2 1.95% 1.95% 1.95% 1.95% 1.95% 1.95% 1.95% 1.95% 1.95% 1.95% 1.95% 1.95% Gold & Platnimum High Speed Data - Level 3 1.42% 1.42% 1.42% 1.42% 1.42% 1.42% 1.42% 1.42% 1.42% 1.42% 1.42% 1.42% High Speed Data - New Installations - New Market 4.12% 4.12% 4.12% 4.12% 4.12% 4.12% 4.12% 4.12% 4.12% 4.12% 4.12% 4.12%

High Speed Data - Level 1 - Remarket 0.11% 0.11% 0.11% 0.11% 0.11% 0.11% 0.11% 0.11% 0.11% 0.11% 0.11% 0.11% High Speed Data - Level 2 - Remarket 0.29% 0.29% 0.29% 0.29% 0.29% 0.29% 0.29% 0.29% 0.29% 0.29% 0.29% 0.29% High Speed Data - Level 3 - Remarket 0.21% 0.21% 0.21% 0.21% 0.21% 0.21% 0.21% 0.21% 0.21% 0.21% 0.21% 0.21% High Speed Data - New Installations - Remarket 0.62% 0.62% 0.62% 0.62% 0.62% 0.62% 0.62% 0.62% 0.62% 0.62% 0.62% 0.62%

High Speed Data Penetration to Homes Passed 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 4.94% 5.22% 5.51% 5.73% 5.98% 6.24% Residential Modem Rental 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

Commercial Standard Business High Speed Data - Level 1 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% Standard Business High Speed Data - Level 2 0.98% 0.98% 0.98% 0.98% 0.98% 0.98% 0.98% 0.98% 0.98% 0.98% 0.98% 0.98% Business Plus High Speed Data - Level 1 1.46% 1.46% 1.46% 1.46% 1.46% 1.46% 1.46% 1.46% 1.46% 1.46% 1.46% 1.46% Business Plus High Speed Data - Level 2 1.95% 1.95% 1.95% 1.95% 1.95% 1.95% 1.95% 1.95% 1.95% 1.95% 1.95% 1.95% Business Elite High Speed Data - Level 1 2.43% 2.43% 2.43% 2.43% 2.43% 2.43% 2.43% 2.43% 2.43% 2.43% 2.43% 2.43% Business Elite High Speed Data - Level 2 2.91% 2.91% 2.91% 2.91% 2.91% 2.91% 2.91% 2.91% 2.91% 2.91% 2.91% 2.91% Direct Business High Speed Data - Level 1 3.39% 3.39% 3.39% 3.39% 3.39% 3.39% 3.39% 3.39% 3.39% 3.39% 3.39% 3.39% Direct Business High Speed Data - Level 2 3.88% 3.88% 3.88% 3.88% 3.88% 3.88% 3.88% 3.88% 3.88% 3.88% 3.88% 3.88% Commercial High Speed Data - New Installations 17.50% 17.50% 17.50% 17.50% 17.50% 17.50% 17.50% 17.50% 17.50% 17.50% 17.50% 17.50% Commercial High Speed Data - To Units Passed 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 17.50% 17.50% 17.50% 17.50% 17.50% 17.50%

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 44 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Customer Rate Summary

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Basic $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 Expanded Basic $22.00 $22.00 $22.00 $22.00 $22.00 $22.00 $22.00 $22.00 $22.00 $22.00 $22.00 $22.00 Business Basic $32.95 $32.95 $32.95 $32.95 $32.95 $32.95 $32.95 $32.95 $32.95 $32.95 $32.95 $32.95 Line Maintenance Plan $1.95 $1.95 $1.95 $1.95 $1.95 $1.95 $1.95 $1.95 $1.95 $1.95 $1.95 $1.95 Set Top with Remote $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 Additional Digital Converter $5.95 $5.95 $5.95 $5.95 $5.95 $5.95 $5.95 $5.95 $5.95 $5.95 $5.95 $5.95 HBO Analog Only $11.95 $11.95 $11.95 $11.95 $11.95 $11.95 $11.95 $11.95 $11.95 $11.95 $11.95 $11.95 HBO Digital Group $11.95 $11.95 $11.95 $11.95 $11.95 $11.95 $11.95 $11.95 $11.95 $11.95 $11.95 $11.95 Cinemax Digital Group $9.95 $9.95 $9.95 $9.95 $9.95 $9.95 $9.95 $9.95 $9.95 $9.95 $9.95 $9.95 Showtime Digital Group $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 The Movie Channel Digital Group $8.95 $8.95 $8.95 $8.95 $8.95 $8.95 $8.95 $8.95 $8.95 $8.95 $8.95 $8.95 Starz/Encore Group $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 Encore $5.95 $5.95 $5.95 $5.95 $5.95 $5.95 $5.95 $5.95 $5.95 $5.95 $5.95 $5.95 Showtime Digital Combo (Show, TMC, Flix & Sundance) $12.95 $12.95 $12.95 $12.95 $12.95 $12.95 $12.95 $12.95 $12.95 $12.95 $12.95 $12.95 HBO Digital Group/Cinemax Digital Group $19.50 $19.50 $19.50 $19.50 $19.50 $19.50 $19.50 $19.50 $19.50 $19.50 $19.50 $19.50 Digital Basic Tier with Music Choice $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 Video on Demand Movies & Events $11.00 $11.00 $11.00 $11.00 $11.00 $11.00 $11.00 $11.00 $11.00 $11.00 $11.00 $11.00 Advertising Sales $2.50 $2.50 $2.50 $2.50 $2.50 $2.50 $2.50 $2.50 $2.50 $2.50 $2.50 $2.50 Late Charges $2.95 $2.95 $2.95 $2.95 $2.95 $2.95 $2.95 $2.95 $2.95 $2.95 $2.95 $2.95 Pay Per View Movies $3.95 $3.95 $3.95 $3.95 $3.95 $3.95 $3.95 $3.95 $3.95 $3.95 $3.95 $3.95 Pay Per View Channels 30 30 30 30 30 30 30 30 30 30 30 30

Commercial Basic $7.00 $7.00 $7.00 $7.00 $7.00 $7.00 $7.00 $7.00 $7.00 $7.00 $7.00 $7.00 Commercial HBO $5.00 $5.00 $5.00 $5.00 $5.00 $5.00 $5.00 $5.00 $5.00 $5.00 $5.00 $5.00 Commercial Pay Per View $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 45 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Customer Rate Summary (Cont.)

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Residential Standard High Speed Data - Level 1 $26.95 $26.95 $26.95 $26.95 $26.95 $26.95 $26.95 $26.95 $26.95 $26.95 $26.95 $26.95 Silver High Speed Data - Level 2 $34.95 $34.95 $34.95 $34.95 $34.95 $34.95 $34.95 $34.95 $34.95 $34.95 $34.95 $34.95 Gold & Platnimum High Speed Data - Level 3 $54.95 $54.95 $54.95 $54.95 $54.95 $54.95 $54.95 $54.95 $54.95 $54.95 $54.95 $54.95 Residential Modem Rental $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Residential Service Activation $50.00 $50.00 $50.00 $50.00 $50.00 $50.00 $50.00 $50.00 $50.00 $50.00 $50.00 $50.00 Ethernet Card and Installation $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00

Commercial Standard Business High Speed Data - Level 1 $49.95 $49.95 $49.95 $49.95 $49.95 $49.95 $49.95 $49.95 $49.95 $49.95 $49.95 $49.95 Standard Business High Speed Data - Level 2 $69.95 $69.95 $69.95 $69.95 $69.95 $69.95 $69.95 $69.95 $69.95 $69.95 $69.95 $69.95 Business Plus High Speed Data - Level 1 $89.95 $89.95 $89.95 $89.95 $89.95 $89.95 $89.95 $89.95 $89.95 $89.95 $89.95 $89.95 Business Plus High Speed Data - Level 2 $99.95 $99.95 $99.95 $99.95 $99.95 $99.95 $99.95 $99.95 $99.95 $99.95 $99.95 $99.95 Business Elite High Speed Data - Level 1 $129.95 $129.95 $129.95 $129.95 $129.95 $129.95 $129.95 $129.95 $129.95 $129.95 $129.95 $129.95 Business Elite High Speed Data - Level 2 $169.95 $169.95 $169.95 $169.95 $169.95 $169.95 $169.95 $169.95 $169.95 $169.95 $169.95 $169.95 Direct Business High Speed Data - Level 1 $225.00 $225.00 $225.00 $225.00 $225.00 $225.00 $225.00 $225.00 $225.00 $225.00 $225.00 $225.00 Direct Business High Speed Data - Level 2 $475.00 $475.00 $475.00 $475.00 $475.00 $475.00 $475.00 $475.00 $475.00 $475.00 $475.00 $475.00

Standard Business High Speed Data - Level 1 - Setup $200.00 $200.00 $200.00 $200.00 $200.00 $200.00 $200.00 $200.00 $200.00 $200.00 $200.00 $200.00 Standard Business High Speed Data - Level 2 - Setup $225.00 $225.00 $225.00 $225.00 $225.00 $225.00 $225.00 $225.00 $225.00 $225.00 $225.00 $225.00 Business Plus High Speed Data - Level 1 - Setup $750.00 $750.00 $750.00 $750.00 $750.00 $750.00 $750.00 $750.00 $750.00 $750.00 $750.00 $750.00 Business Plus High Speed Data - Level 2 - Setup $775.00 $775.00 $775.00 $775.00 $775.00 $775.00 $775.00 $775.00 $775.00 $775.00 $775.00 $775.00 Business Elite High Speed Data - Level 1 - Setup $1,125.00 $1,125.00 $1,125.00 $1,125.00 $1,125.00 $1,125.00 $1,125.00 $1,125.00 $1,125.00 $1,125.00 $1,125.00 $1,125.00 Business Elite High Speed Data - Level 2 - Setup $1,150.00 $1,150.00 $1,150.00 $1,150.00 $1,150.00 $1,150.00 $1,150.00 $1,150.00 $1,150.00 $1,150.00 $1,150.00 $1,150.00 Direct Business High Speed Data - Level 1 - Setup $1,500.00 $1,500.00 $1,500.00 $1,500.00 $1,500.00 $1,500.00 $1,500.00 $1,500.00 $1,500.00 $1,500.00 $1,500.00 $1,500.00 Direct Business High Speed Data - Level 2 - Setup $1,525.00 $1,525.00 $1,525.00 $1,525.00 $1,525.00 $1,525.00 $1,525.00 $1,525.00 $1,525.00 $1,525.00 $1,525.00 $1,525.00

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 48 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Average Customer Rate Summary

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Basic $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 Expanded Basic $21.34 $21.34 $21.34 $21.34 $21.34 $21.34 $21.34 $21.34 $21.34 $21.34 $21.34 $21.34 Business Basic $0.07 $0.07 $0.07 $0.07 $0.07 $0.07 $0.07 $0.07 $0.07 $0.07 $0.07 $0.07 Line Maintenance Plan $1.27 $1.27 $1.27 $1.27 $1.27 $1.27 $1.27 $1.27 $1.27 $1.27 $1.27 $1.27 Set Top with Remote $0.01 $0.01 $0.01 $0.01 $0.01 $0.01 $0.01 $0.01 $0.01 $0.01 $0.01 $0.01 HBO Analog Only $1.79 $1.79 $1.79 $1.79 $1.79 $1.79 $1.79 $1.79 $1.79 $1.79 $1.79 $1.79 HBO Digital Group $0.96 $0.96 $0.96 $0.96 $0.96 $0.96 $0.96 $0.96 $0.96 $0.96 $0.96 $0.96 Cinemax Digital Group $0.60 $0.60 $0.60 $0.60 $0.60 $0.60 $0.60 $0.60 $0.60 $0.60 $0.60 $0.60 Showtime Digital Group $0.66 $0.66 $0.66 $0.66 $0.66 $0.66 $0.66 $0.66 $0.66 $0.66 $0.66 $0.66 The Movie Channel Digital Group $0.45 $0.45 $0.45 $0.45 $0.45 $0.45 $0.45 $0.45 $0.45 $0.45 $0.45 $0.45 Starz/Encore Group $1.37 $1.37 $1.37 $1.37 $1.37 $1.37 $1.37 $1.37 $1.37 $1.37 $1.37 $1.37 Encore $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Showtime Digital Combo (Show, TMC, Flix & Sundance) $1.94 $1.94 $1.94 $1.94 $1.94 $1.94 $1.94 $1.94 $1.94 $1.94 $1.94 $1.94 HBO Digital Group/Cinemax Digital Group $0.98 $0.98 $0.98 $0.98 $0.98 $0.98 $0.98 $0.98 $0.98 $0.98 $0.98 $0.98 Digital Basic Tier with Music Choice $2.63 $2.63 $2.63 $2.63 $2.63 $2.63 $2.63 $2.63 $2.63 $2.63 $2.63 $2.63 Video on Demand Movies & Events $1.21 $1.21 $1.21 $1.21 $1.21 $1.21 $1.21 $1.21 $1.21 $1.21 $1.21 $1.21 Advertising Sales $2.50 $2.50 $2.50 $2.50 $2.50 $2.50 $2.50 $2.50 $2.50 $2.50 $2.50 $2.50 Open $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Open $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Open $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Late Charges $0.15 $0.15 $0.15 $0.15 $0.15 $0.15 $0.15 $0.15 $0.15 $0.15 $0.15 $0.15 Pay Per View Movies $1.58 $1.58 $1.58 $1.58 $1.58 $1.58 $1.58 $1.58 $1.58 $1.58 $1.58 $1.58

Commercial Basic $7.00 $7.00 $7.00 $7.00 $7.00 $7.00 $7.00 $7.00 $7.00 $7.00 $7.00 $7.00 Commercial HBO $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 Commercial Pay Per View $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 26 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Customer Revenue

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Basic $0 $0 $0 $0 $0 $2,536 $8,877 $16,486 $24,095 $32,972 $43,117 $53,262 Expanded Basic $0 $0 $0 $0 $0 $4,943 $17,300 $32,129 $46,957 $64,257 $84,029 $103,800 Business Basic $0 $0 $0 $0 $0 $15 $53 $99 $145 $198 $259 $321 Line Maintenance Plan $0 $0 $0 $0 $0 $294 $1,028 $1,908 $2,789 $3,817 $4,991 $6,165 Set Top with Remote $0 $0 $0 $0 $0 $2 $8 $15 $22 $30 $39 $49 HBO Analog Only $0 $0 $0 $0 $0 $415 $1,453 $2,699 $3,944 $5,397 $7,058 $8,719 HBO Digital Group $0 $0 $0 $0 $0 $221 $775 $1,439 $2,104 $2,879 $3,764 $4,650 Cinemax Digital Group $0 $0 $0 $0 $0 $138 $484 $899 $1,314 $1,798 $2,351 $2,904 Showtime Digital Group $0 $0 $0 $0 $0 $152 $533 $989 $1,446 $1,978 $2,587 $3,196 The Movie Channel Digital Group $0 $0 $0 $0 $0 $104 $363 $674 $985 $1,347 $1,762 $2,177 Starz/Encore Group $0 $0 $0 $0 $0 $317 $1,110 $2,061 $3,012 $4,121 $5,390 $6,658 Encore $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Showtime Digital Combo (Show, TMC, Flix & Sundance) $0 $0 $0 $0 $0 $450 $1,575 $2,925 $4,274 $5,849 $7,649 $9,449 HBO Digital Group/Cinemax Digital Group $0 $0 $0 $0 $0 $226 $790 $1,468 $2,145 $2,936 $3,839 $4,743 Digital Basic Tier with Music Choice $0 $0 $0 $0 $0 $609 $2,130 $3,957 $5,783 $7,913 $10,348 $12,783 Video on Demand Movies & Events $0 $0 $0 $0 $0 $280 $981 $1,822 $2,663 $3,643 $4,765 $5,886 Advertising Sales $0 $0 $0 $0 $0 $579 $2,027 $3,764 $5,501 $7,528 $9,844 $12,160 Open $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Open $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Open $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Late Charges $0 $0 $0 $0 $0 $34 $120 $222 $325 $444 $581 $717 Pay Per View Movies $0 $0 $0 $0 $0 $366 $1,281 $2,379 $3,477 $4,758 $6,221 $7,685 Total Basic Customer Revenue $0 $0 $0 $0 $0 $11,778 $41,225 $76,560 $111,895 $153,120 $200,234 $247,348 Franchise Fees $0 $0 $0 $0 $0 $589 $2,061 $3,828 $5,595 $7,656 $10,012 $12,367 FCC Regulatory Fee $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Sales Tax $0 $0 $0 $0 $0 $707 $2,473 $4,594 $6,714 $9,187 $12,014 $14,841 Gross Basic Customer Revenue $0 $0 $0 $0 $0 $13,074 $45,759 $84,982 $124,204 $169,963 $222,260 $274,556

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 39 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Residential High Speed Data Revenue and Expenses

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Service Revenue Standard High Speed Data - Level 1 $0 $0 $0 $0 $0 $149 $539 $1,051 $1,618 $2,316 $3,152 $4,061 Silver High Speed Data - Level 2 $0 $0 $0 $0 $0 $502 $1,819 $3,544 $5,457 $7,808 $10,626 $13,693 Gold & Platnimum High Speed Data - Level 3 $0 $0 $0 $0 $0 $572 $2,075 $4,044 $6,226 $8,908 $12,124 $15,622 Residential Modem Rental $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Recurring High Speed Data Revenue $0 $0 $0 $0 $0 $1,223 $4,434 $8,639 $13,302 $19,031 $25,902 $33,376 Franchise Fees $0 $0 $0 $0 $0 $61 $222 $432 $665 $952 $1,295 $1,669 Sales Tax $0 $0 $0 $0 $0 $73 $266 $518 $798 $1,142 $1,554 $2,003 High Speed Data Installation Revenue $0 $0 $0 $0 $0 $3,045 $4,964 $5,560 $6,156 $8,274 $9,068 $9,862 Total Residential High Speed Data Revenue $0 $0 $0 $0 $0 $4,402 $9,886 $15,149 $20,920 $29,398 $37,819 $46,909

Expense Salaries - Technical $0 $0 $0 $2,708 $2,708 $5,417 $5,417 $5,417 $5,417 $5,417 $5,417 $8,125 Payroll Taxes $0 $0 $0 $442 $442 $883 $883 $883 $883 $883 $883 $1,325 Benefits $0 $0 $0 $1,381 $1,381 $2,763 $2,763 $2,763 $2,763 $2,763 $2,763 $4,144 Vehicles $0 $0 $0 $475 $475 $950 $950 $950 $950 $950 $950 $1,425 Mobile Communications $0 $0 $0 $375 $375 $750 $750 $750 $750 $750 $750 $1,125 Office Expenses $200 $200 $200 $200 $200 $200 $200 $200 $200 $200 $200 $200 Miscellaneous $250 $250 $250 $250 $250 $250 $250 $250 $250 $250 $250 $250 Franchise Fees $0 $0 $0 $0 $0 $61 $222 $432 $665 $952 $1,295 $1,669 Sales Tax $0 $0 $0 $0 $0 $73 $266 $518 $798 $1,142 $1,554 $2,003 Help Desk Support $0 $0 $0 $0 $0 $121 $439 $856 $1,318 $1,886 $2,566 $3,307 High Speed Data/Telecommunications Circuits - T-1 $0 $0 $0 $0 $0 $0 $311 $645 $671 $1,039 $1,426 $1,836 Total Other Services Expense $450 $450 $450 $5,831 $5,831 $11,468 $12,451 $13,664 $14,664 $16,231 $18,054 $25,409

Total Other Services Cash Flow ($450) ($450) ($450) ($5,831) ($5,831) ($7,066) ($2,565) $1,485 $6,256 $13,167 $19,765 $21,501

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 31 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Commercial Video and High Speed Data Revenue & Expenses

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12 Servic Revenue Commercial Basic $0 $0 $0 $0 $0 $35 $122 $227 $331 $453 $593 $732 Commercial HBO $0 $0 $0 $0 $0 $5 $17 $32 $47 $65 $85 $105 Commercial Pay Per View $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Commercial High Speed Data $0 $0 $0 $0 $0 $3,820 $13,369 $24,827 $36,286 $49,655 $64,933 $80,211 Total Commercial Revenue $0 $0 $0 $0 $0 $3,859 $13,508 $25,086 $36,665 $50,173 $65,610 $81,048 Franchise Fees $0 $0 $0 $0 $0 $193 $675 $1,254 $1,833 $2,509 $3,281 $4,052 Sales Tax $0 $0 $0 $0 $0 $232 $810 $1,505 $2,200 $3,010 $3,937 $4,863 FCC Regulatory Fee $0 $0 $0 $0 $0 $0 $0 $0 $1 $1 $1 $1 Total Gross Commercial Recurring Revenue $0 $0 $0 $0 $0 $4,284 $14,994 $27,846 $40,698 $55,692 $72,828 $89,964

Standard Business High Speed Data - Level 1 - Setup $0 $0 $0 $0 $0 $199 $299 $299 $299 $398 $398 $398 Standard Business High Speed Data - Level 2 - Setup $0 $0 $0 $0 $0 $440 $660 $660 $660 $880 $880 $880 Business Plus High Speed Data - Level 1 - Setup $0 $0 $0 $0 $0 $2,188 $3,282 $3,282 $3,282 $4,376 $4,376 $4,376 Business Plus High Speed Data - Level 2 - Setup $0 $0 $0 $0 $0 $3,005 $4,508 $4,508 $4,508 $6,011 $6,011 $6,011 Business Elite High Speed Data - Level 1 - Setup $0 $0 $0 $0 $0 $5,443 $8,165 $8,165 $8,165 $10,887 $10,887 $10,887 Business Elite High Speed Data - Level 2 - Setup $0 $0 $0 $0 $0 $6,669 $10,004 $10,004 $10,004 $13,338 $13,338 $13,338 Direct Business High Speed Data - Level 1 - Setup $0 $0 $0 $0 $0 $10,140 $15,210 $15,210 $15,210 $20,280 $20,280 $20,280 Direct Business High Speed Data - Level 2 - Setup $0 $0 $0 $0 $0 $11,774 $17,661 $17,661 $17,661 $23,548 $23,548 $23,548 Commercial High Speed Data Install Revenue $0 $0 $0 $0 $0 $39,859 $59,788 $59,788 $59,788 $79,718 $79,718 $79,718 Gross Commercial Revenue $0 $0 $0 $0 $0 $44,143 $74,782 $87,634 $100,486 $135,410 $152,546 $169,682

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 32 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Commercial Revenue & Expenses (Cont.)

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Programming Expenses Commercial Basic $0 $0 $0 $0 $0 $14 $49 $91 $133 $182 $238 $294 Commercial HBO $0 $0 $0 $0 $0 $8 $29 $55 $80 $109 $143 $176 Commercial Pay Per View $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Guide Channel $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Programming Expenses $0 $0 $0 $0 $0 $22 $78 $146 $213 $291 $381 $470

G & A Expenses Salaries $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Commissions $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Payroll & Benefits $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Marketing Materials $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Hotel Commissions $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Maintenance & Repairs $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Vehicle Expense $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 General & Administration $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 System Power $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Communications $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Copyright Fees $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Franchise Fees $0 $0 $0 $0 $0 $193 $675 $1,254 $1,833 $2,509 $3,281 $4,052 Sales Tax $0 $0 $0 $0 $0 $232 $810 $1,505 $2,200 $3,010 $3,937 $4,863 FCC Regulatory Fee $0 $0 $0 $0 $0 $0 $0 $0 $1 $1 $1 $1 High Speed Data $0 $0 $0 $0 $0 $0 $1,877 $2,782 $3,659 $5,422 $6,255 $7,944 Help Desk Support $0 $0 $0 $0 $0 $139 $488 $907 $1,325 $1,813 $2,371 $2,929 Miscellaneous $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Commercial Expenses $0 $0 $0 $0 $0 $564 $3,852 $6,448 $9,017 $12,755 $15,844 $19,790

Commercial Operating Income $0 $0 $0 $0 $0 $43,556 $70,852 $81,040 $91,256 $122,364 $136,321 $149,422

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 33 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Telecommunications Revenue & Expenses

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Telecommunications Revenue Local Service Revenue $0 $0 $0 $0 $0 $0 $12,589 $48,387 $84,967 $116,276 $152,033 $187,763 Vertical Service Revenues $0 $0 $0 $0 $0 $0 $667 $2,309 $3,903 $5,339 $6,985 $8,620 Non-Recurring Charge Revenue $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Interstate Access Revenue $0 $0 $0 $0 $0 $0 $152 $562 $978 $1,336 $1,748 $2,158 Intrastate Access Revenue $0 $0 $0 $0 $0 $0 $12 $42 $74 $102 $132 $164 Interstate Toll Revenue $0 $0 $0 $0 $0 $0 $277 $1,025 $1,777 $2,430 $3,177 $3,925 Intrastate Toll Revenue $0 $0 $0 $0 $0 $0 $277 $1,025 $1,777 $2,430 $3,177 $3,925 Voice Mail Revenue $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 DS1 Data Revenue $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Wholesale Transport Revenue $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Operator Revenue $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Directory Assistance Revenue $0 $0 $0 $0 $0 $0 $56 $190 $316 $433 $566 $699 Yellow Page Revenue $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Universal Service Payments $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Telecommunications Revenue $0 $0 $0 $0 $0 $0 $14,030 $53,539 $93,791 $128,346 $167,818 $207,254 Franchise Fee $0 $0 $0 $0 $0 $0 $701 $2,677 $4,690 $6,417 $8,391 $10,363 Sales Tax $0 $0 $0 $0 $0 $0 $842 $3,212 $5,627 $7,701 $10,069 $12,435 Telecommunications Tax $0 $0 $0 $0 $1,645 $1,630 $2,167 $3,704 $5,271 $6,614 $8,151 $9,685 Less Bad Debt $0 $0 $0 $0 $0 $0 ($152) ($580) ($1,017) ($1,391) ($1,819) ($2,247) Net Telecommunications Revenue $0 $0 $0 $0 $1,645 $1,630 $17,588 $62,553 $108,363 $147,687 $192,610 $237,490

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 34 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Telecommunications Revenue & Expenses (Cont.)

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Cost of Goods Sold Wholesale Long Distance $0 $0 $0 $0 $0 $0 $242 $900 $1,564 $2,138 $2,796 $3,454 Operator Services $0 $0 $0 $0 $0 $0 $23 $76 $127 $173 $226 $280 Switching $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 Total Cost of Goods Sold $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 $1,765 $2,476 $3,191 $3,811 $4,522 $5,234

Facility Based Engineering Salary & Wages $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Switching Salary & Wages $0 $0 $0 $0 $0 $0 $5,177 $5,177 $5,177 $5,177 $5,177 $5,177 Field Services Salary & Wages $0 $0 $0 $0 $0 $0 $4,496 $4,496 $4,496 $8,992 $8,992 $8,992 Customer Provisioning Salary & Wages $896 $896 $896 $896 $896 $896 $3,882 $3,882 $3,882 $3,882 $3,882 $3,882 Benefits and Taxes $314 $314 $314 $314 $314 $314 $4,744 $4,744 $4,744 $6,318 $6,318 $6,318 Vehicle Expense $0 $0 $0 $0 $0 $0 $1,900 $1,900 $1,900 $2,375 $2,375 $2,375 Tools & Equipment $0 $0 $0 $0 $0 $0 $200 $200 $200 $300 $300 $300 Network Occupancy $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Computer $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Switching Expense $0 $0 $0 $0 $0 $0 $600 $1,419 $1,952 $2,662 $3,371 $4,081 Access Node Expense $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Network Maintenance $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Trunk Expense $0 $0 $0 $0 $0 $0 $0 $2,916 $2,916 $2,916 $5,416 $5,416 Number Portability $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Local Interconnection $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Internet Transport $0 $0 $0 $0 $2,400 $2,400 $2,400 $2,400 $2,400 $2,400 $2,400 $2,400 Engineering $1,700 $1,700 $1,700 $1,700 $1,700 $1,700 $1,700 $1,700 $1,700 $1,700 $1,700 $1,751 Total Facility Based $2,909 $2,909 $2,909 $2,909 $5,309 $5,309 $25,099 $28,834 $29,367 $36,722 $39,931 $40,692

Sales & Marketing and Customer Operations Sales & Marketing Salary, Wages & Commissions $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Sales & Marketing Commissions $0 $0 $0 $0 $0 $0 $3,735 $23,157 $10,085 $13,446 $13,446 $13,446 Benefits and Taxes $0 $0 $0 $0 $0 $0 $1,307 $8,105 $3,530 $4,706 $4,706 $4,706 Customer Operations Salary & Wages $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Advertising & Marketing $500 $500 $500 $500 $500 $500 $500 $500 $500 $500 $500 $500 Billing $0 $0 $0 $0 $500 $500 $754 $1,230 $1,630 $2,046 $2,522 $2,998 Total Commercial & Marketing $500 $500 $500 $500 $1,000 $1,000 $6,296 $32,992 $15,744 $20,698 $21,174 $21,650

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 35 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Telecommunications Revenue & Expenses (Cont.)

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

General & Administrative Executive Administration Salary & Wages $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Operations Salary & Wages $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Benefits and Taxes $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Travel $200 $200 $200 $200 $200 $200 $200 $200 $200 $200 $200 $200 Audit Fees and Accounting $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 Occupancy Expense $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Telecommunications Expense $200 $200 $200 $200 $200 $200 $200 $200 $200 $200 $200 $200 Property Insurance $150 $150 $150 $150 $150 $150 $150 $150 $150 $150 $150 $150 Liability Insurance $150 $150 $150 $150 $150 $150 $150 $150 $150 $150 $150 $150 General Expense $100 $100 $100 $100 $100 $100 $100 $100 $100 $100 $100 $100 Corporate Services $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 General Accounting $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Human Resources $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Legal Expense $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 Consultants $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Other Gen & Admin $0 $300 $300 $300 $2,300 $300 $300 $300 $300 $300 $300 $300 Total Administrative $3,800 $4,100 $4,100 $4,100 $6,100 $4,100 $4,100 $4,100 $4,100 $4,100 $4,100 $4,100 Franchise Fees $0 $0 $0 $0 $0 $0 $701 $2,677 $4,690 $6,417 $8,391 $10,363 Sales Tax $0 $0 $0 $0 $0 $0 $842 $3,212 $5,627 $7,701 $10,069 $12,435 Telecommunications Tax $0 $0 $0 $0 $1,645 $1,630 $2,167 $3,704 $5,271 $6,614 $8,151 $9,685 Reimbursement $0 $0 $0 $0 $0 $0 $7,382 $6,284 $5,813 $8,933 $8,777 $8,678 Total Telecommunications Expenses $8,709 $9,009 $9,009 $9,009 $15,554 $13,540 $48,353 $84,280 $73,804 $94,997 $105,115 $112,837

Total Telecommunications Operating Income ($8,709) ($9,009) ($9,009) ($9,009) ($13,909) ($11,909) ($30,765) ($21,727) $34,559 $52,690 $87,494 $124,653

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 36 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Broadband Services Salary and Wage Variables Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Operations Management Vice President Operations $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Director of Operations $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Total Executive Expenses $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Engineering Engineers $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Technician $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Engineering Total $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Switching Switch Manager $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Switch Technicians $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $4,501.88 $4,501.88 $4,501.88 $4,501.88 $4,501.88 $4,501.88 Overtime $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $675.28 $675.28 $675.28 $675.28 $675.28 $675.28 Switch Total $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $5,177.16 $5,177.16 $5,177.16 $5,177.16 $5,177.16 $5,177.16 Field Services Supervisor $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Field Techs $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $3,909.74 $3,909.74 $3,909.74 $7,819.48 $7,819.48 $7,819.48 Overtime $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $586.46 $586.46 $586.46 $1,172.92 $1,172.92 $1,172.92 Field Services Total $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $4,496.20 $4,496.20 $4,496.20 $8,992.40 $8,992.40 $8,992.40 Customer Provisioning Supervisor $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Customer Provisioning Reps $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $2,985.94 $2,985.94 $2,985.94 $2,985.94 $2,985.94 $2,985.94 Overtime $895.78 $895.78 $895.78 $895.78 $895.78 $895.78 $895.78 $895.78 $895.78 $895.78 $895.78 $895.78 Customer Provisioning Total $895.78 $895.78 $895.78 $895.78 $895.78 $895.78 $3,881.72 $3,881.72 $3,881.72 $3,881.72 $3,881.72 $3,881.72 Sales & Marketing Director $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 SAM's $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 AM's $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Tech Consultant $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Marketing Specialist $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Bridge payments $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Sales & Marketing $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Customer Operations Manager $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Specialist $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Total Customer Operations $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Executive Administration Senior Vice President $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Financial Manager $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Total Administration $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Total Salaries & Wages $895.78 $895.78 $895.78 $895.78 $895.78 $895.78 $13,555.08 $13,555.08 $13,555.08 $18,051.28 $18,051.28 $18,051.28 Commissions $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $3,735.00 $23,157.00 $10,084.50 $13,446.00 $13,446.00 $13,446.00 Broadband Services Total Salaries, Wages & Commissions $895.78 $895.78 $895.78 $895.78 $895.78 $895.78 $17,290.08 $36,712.08 $23,639.58 $31,497.28 $31,497.28 $31,497.28

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 37 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Broadband Servies Salary and Wage Variables (Cont.)

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Network operations Vp Operations $13,400.00 $13,400.00 $13,400.00 $13,400.00 $13,400.00 $13,400.00 $13,400.00 $13,400.00 $13,400.00 $13,400.00 $13,400.00 $13,400.00 Director $8,400.00 $8,400.00 $8,400.00 $8,400.00 $8,400.00 $8,400.00 $8,400.00 $8,400.00 $8,400.00 $8,400.00 $8,400.00 $8,400.00 Engineers $5,458.03 $5,458.03 $5,458.03 $5,458.03 $5,458.03 $5,458.03 $5,458.03 $5,458.03 $5,458.03 $5,458.03 $5,458.03 $5,458.03 Technician $3,750.00 $3,750.00 $3,750.00 $3,750.00 $3,750.00 $3,750.00 $3,750.00 $3,750.00 $3,750.00 $3,750.00 $3,750.00 $3,750.00

Switch Mngr $7,122.50 $7,122.50 $7,122.50 $7,122.50 $7,122.50 $7,122.50 $7,122.50 $7,122.50 $7,122.50 $7,122.50 $7,122.50 $7,122.50 Switch Techs $4,501.88 $4,501.88 $4,501.88 $4,501.88 $4,501.88 $4,501.88 $4,501.88 $4,501.88 $4,501.88 $4,501.88 $4,501.88 $4,501.88 Overtime $675.28 $675.28 $675.28 $675.28 $675.28 $675.28 $675.28 $675.28 $675.28 $675.28 $675.28 $675.28 Total switching

Supervisor $5,486.25 $5,486.25 $5,486.25 $5,486.25 $5,486.25 $5,486.25 $5,486.25 $5,486.25 $5,486.25 $5,486.25 $5,486.25 $5,486.25 Field Techs $3,909.74 $3,909.74 $3,909.74 $3,909.74 $3,909.74 $3,909.74 $3,909.74 $3,909.74 $3,909.74 $3,909.74 $3,909.74 $3,909.74 Overtime $586.46 $586.46 $586.46 $586.46 $586.46 $586.46 $586.46 $586.46 $586.46 $586.46 $586.46 $586.46 Total Field Services

Supervisor $3,996.56 $3,996.56 $3,996.56 $3,996.56 $3,996.56 $3,996.56 $3,996.56 $3,996.56 $3,996.56 $3,996.56 $3,996.56 $3,996.56 Reps $2,985.94 $2,985.94 $2,985.94 $2,985.94 $2,985.94 $2,985.94 $2,985.94 $2,985.94 $2,985.94 $2,985.94 $2,985.94 $2,985.94 Overtime $447.89 $447.89 $447.89 $447.89 $447.89 $447.89 $447.89 $447.89 $447.89 $447.89 $447.89 $447.89 Total Provisioning

Sales & Marketing Director $11,775.00 $11,775.00 $11,775.00 $11,775.00 $11,775.00 $11,775.00 $11,775.00 $11,775.00 $11,775.00 $11,775.00 $11,775.00 $11,775.00 Sr Acct Mngr $5,468.75 $5,468.75 $5,468.75 $5,468.75 $5,468.75 $5,468.75 $5,468.75 $5,468.75 $5,468.75 $5,468.75 $5,468.75 $5,468.75 Acct Mngr $3,500.00 $3,500.00 $3,500.00 $3,500.00 $3,500.00 $3,500.00 $3,500.00 $3,500.00 $3,500.00 $3,500.00 $3,500.00 $3,500.00 Tech Consult $5,687.50 $5,687.50 $5,687.50 $5,687.50 $5,687.50 $5,687.50 $5,687.50 $5,687.50 $5,687.50 $5,687.50 $5,687.50 $5,687.50 Specialist $3,500.00 $3,500.00 $3,500.00 $3,500.00 $3,500.00 $3,500.00 $3,500.00 $3,500.00 $3,500.00 $3,500.00 $3,500.00 $3,500.00 Bridge Payments $3,000.00 $3,000.00 $3,000.00 $3,000.00 $3,000.00 $3,000.00 $3,000.00 $3,000.00 $3,000.00 $3,000.00 $3,000.00 $3,000.00

Customer Operations Manager $6,000.00 $6,000.00 $6,000.00 $6,000.00 $6,000.00 $6,000.00 $6,000.00 $6,000.00 $6,000.00 $6,000.00 $6,000.00 $6,000.00 Specialist $2,916.67 $2,916.67 $2,916.67 $2,916.67 $2,916.67 $2,916.67 $2,916.67 $2,916.67 $2,916.67 $2,916.67 $2,916.67 $2,916.67

Administration Sr VP $14,983.33 $14,983.33 $14,983.33 $14,983.33 $14,983.33 $14,983.33 $14,983.33 $14,983.33 $14,983.33 $14,983.33 $14,983.33 $14,983.33 Fin Mngr $5,500.00 $5,500.00 $5,500.00 $5,500.00 $5,500.00 $5,500.00 $5,500.00 $5,500.00 $5,500.00 $5,500.00 $5,500.00 $5,500.00

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 38 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Broadband Salary and Wage Variables (Cont.)

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12 Telecommunications Service Employees Switch Techs 000000111111 Overtime eligible 000000111111 Field Techs 000000111222 Overtime eligible 000000111222 Provisioning Reps 000000111111 Overtime eligible 222222222222 Total Telecommunications Employees 000000444555

Cable Service Employees General Managers 111111111111 Office Manager 111111111111 MIS Director 111111111111 Customer Service Representatives 000003445555 Support Staff 222222222222 Technical Manager (s) 111111111111 Headend Technicians 000022222222 Construction Manager/Plant Manager 222222222222 Broadband Service Technicians 0000#REF! 2223134 Installer/Service Technician 000012223334 Contract Installers 000000777101010 Marketing and Sales Manager 111111111111 Contract Field Representatives 000000666888 Total 9 9 9 10 #REF! 20 34 34 37 40 42 45

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 49 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Program. Exp. Per Channel - Residential

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Limited Basic Headline News $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WBBM (2) CBS Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WGN (9) Chicago Local Off-Air $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WFLD (32) Fox Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WMAQ (5) Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WCIU (26) IND Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Local Community Channel $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WLS (7) ABC Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WPWR (50) UPN Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WTTW (11) PBS Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WCPX (38) PAX Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 TV Guide Channel $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 WGBO (66) Univision Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WSNS (44) Telemundo Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WYCC (22) PBS Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 TBS $0.2800 $0.2800 $0.2800 $0.2800 $0.2800 $0.2800 $0.2800 $0.2800 $0.2800 $0.2800 $0.2800 $0.2800 Local Govt/Educational/Public Access Channel $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Total Limited Basic $0.3800 $0.3800 $0.3800 $0.3800 $0.3800 $0.3800 $0.3800 $0.3800 $0.3800 $0.3800 $0.3800 $0.3800

Standard Basic A & E $0.2350 $0.2350 $0.2350 $0.2350 $0.2350 $0.2350 $0.2350 $0.2350 $0.2350 $0.2350 $0.2350 $0.2350 American Movie Classics $0.2550 $0.2550 $0.2550 $0.2550 $0.2550 $0.2550 $0.2550 $0.2550 $0.2550 $0.2550 $0.2550 $0.2550 American's Health Network $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 America's Talking $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 America's Voice Network $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Animal Planet $0.1530 $0.1530 $0.1530 $0.1530 $0.1530 $0.1530 $0.1530 $0.1530 $0.1530 $0.1530 $0.1530 $0.1530 BET $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 BET On Jazz $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Bloomberg Television $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Bravo $0.1625 $0.1625 $0.1625 $0.1625 $0.1625 $0.1625 $0.1625 $0.1625 $0.1625 $0.1625 $0.1625 $0.1625 Cable In the Classroom $0.0035 $0.0035 $0.0035 $0.0035 $0.0035 $0.0035 $0.0035 $0.0035 $0.0035 $0.0035 $0.0035 $0.0035 Cartoon Network $0.1270 $0.1270 $0.1270 $0.1270 $0.1270 $0.1270 $0.1270 $0.1270 $0.1270 $0.1270 $0.1270 $0.1270 CMTV $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 CNBC $0.2100 $0.2100 $0.2100 $0.2100 $0.2100 $0.2100 $0.2100 $0.2100 $0.2100 $0.2100 $0.2100 $0.2100 CNN $0.3830 $0.3830 $0.3830 $0.3830 $0.3830 $0.3830 $0.3830 $0.3830 $0.3830 $0.3830 $0.3830 $0.3830

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 50 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Program. Exp. Per Channel - Residential

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Standard Basic (Cont.) CNNfn $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 CNNSI $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Comedy Central $0.1650 $0.1650 $0.1650 $0.1650 $0.1650 $0.1650 $0.1650 $0.1650 $0.1650 $0.1650 $0.1650 $0.1650 Court TV $0.1400 $0.1400 $0.1400 $0.1400 $0.1400 $0.1400 $0.1400 $0.1400 $0.1400 $0.1400 $0.1400 $0.1400 C-Span $0.0600 $0.0600 $0.0600 $0.0600 $0.0600 $0.0600 $0.0600 $0.0600 $0.0600 $0.0600 $0.0600 $0.0600 C-Span 2 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Discovery $0.3160 $0.3160 $0.3160 $0.3160 $0.3160 $0.3160 $0.3160 $0.3160 $0.3160 $0.3160 $0.3160 $0.3160 Disney $0.8500 $0.8500 $0.8500 $0.8500 $0.8500 $0.8500 $0.8500 $0.8500 $0.8500 $0.8500 $0.8500 $0.8500 Do It Yourself Network $0.0600 $0.0600 $0.0600 $0.0600 $0.0600 $0.0600 $0.0600 $0.0600 $0.0600 $0.0600 $0.0600 $0.0600 E! Entertainment $0.1400 $0.1400 $0.1400 $0.1400 $0.1400 $0.1400 $0.1400 $0.1400 $0.1400 $0.1400 $0.1400 $0.1400 Encore $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Encore MoviePlex $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 ESPN $1.8130 $1.8130 $1.8130 $1.8130 $1.8130 $1.8130 $1.8130 $1.8130 $1.8130 $1.8130 $1.8130 $1.8130 ESPN 2 $0.3750 $0.3750 $0.3750 $0.3750 $0.3750 $0.3750 $0.3750 $0.3750 $0.3750 $0.3750 $0.3750 $0.3750 ESPN News $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 ESPN Classic Sports $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 EWTN $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Fit TV $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 ABC Family Channel $0.1830 $0.1830 $0.1830 $0.1830 $0.1830 $0.1830 $0.1830 $0.1830 $0.1830 $0.1830 $0.1830 $0.1830 Food Network $0.0850 $0.0850 $0.0850 $0.0850 $0.0850 $0.0850 $0.0850 $0.0850 $0.0850 $0.0850 $0.0850 $0.0850 Fox News $0.2205 $0.2205 $0.2205 $0.2205 $0.2205 $0.2205 $0.2205 $0.2205 $0.2205 $0.2205 $0.2205 $0.2205 fX $0.2980 $0.2980 $0.2980 $0.2980 $0.2980 $0.2980 $0.2980 $0.2980 $0.2980 $0.2980 $0.2980 $0.2980 fX Movies (no fX in system) $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Game Show Network $0.1100 $0.1100 $0.1100 $0.1100 $0.1100 $0.1100 $0.1100 $0.1100 $0.1100 $0.1100 $0.1100 $0.1100 Golf Channel $0.2100 $0.2100 $0.2100 $0.2100 $0.2100 $0.2100 $0.2100 $0.2100 $0.2100 $0.2100 $0.2100 $0.2100 Great American Country $0.0350 $0.0350 $0.0350 $0.0350 $0.0350 $0.0350 $0.0350 $0.0350 $0.0350 $0.0350 $0.0350 $0.0350 Headline News (Free with CNN) $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 History Channel $0.1800 $0.1800 $0.1800 $0.1800 $0.1800 $0.1800 $0.1800 $0.1800 $0.1800 $0.1800 $0.1800 $0.1800 Home & Garden TV $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 Home Shopping Network $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Independent Film Channel $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 International Channel $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Inspirational Network $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Lifetime Movie Network $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Open $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 51 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Program. Exp. Per Channel - Residential

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Standard Basic (Cont.) Learning Channel $0.1610 $0.1610 $0.1610 $0.1610 $0.1610 $0.1610 $0.1610 $0.1610 $0.1610 $0.1610 $0.1610 $0.1610 Lifetime $0.2900 $0.2900 $0.2900 $0.2900 $0.2900 $0.2900 $0.2900 $0.2900 $0.2900 $0.2900 $0.2900 $0.2900 Military Channel $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 MSNBC $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 MTV $0.2950 $0.2950 $0.2950 $0.2950 $0.2950 $0.2950 $0.2950 $0.2950 $0.2950 $0.2950 $0.2950 $0.2950 Much Music $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 NASA TV $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 The National Network $0.3100 $0.3100 $0.3100 $0.3100 $0.3100 $0.3100 $0.3100 $0.3100 $0.3100 $0.3100 $0.3100 $0.3100 NET $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Newsport $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Nickelodeon $0.4230 $0.4230 $0.4230 $0.4230 $0.4230 $0.4230 $0.4230 $0.4230 $0.4230 $0.4230 $0.4230 $0.4230 Nostalgia $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Hallmark Channel $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Outdoor Life Network $0.1710 $0.1710 $0.1710 $0.1710 $0.1710 $0.1710 $0.1710 $0.1710 $0.1710 $0.1710 $0.1710 $0.1710 The Outdoor Channel $0.0720 $0.0720 $0.0720 $0.0720 $0.0720 $0.0720 $0.0720 $0.0720 $0.0720 $0.0720 $0.0720 $0.0720 Ovation $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Oxygen $0.2170 $0.2170 $0.2170 $0.2170 $0.2170 $0.2170 $0.2170 $0.2170 $0.2170 $0.2170 $0.2170 $0.2170 Pax Family Network $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Product Information Network (PIN) $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 QVC $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Women's Entertainment (formerly Romance Classics) $0.1400 $0.1400 $0.1400 $0.1400 $0.1400 $0.1400 $0.1400 $0.1400 $0.1400 $0.1400 $0.1400 $0.1400 Sci-Fi Network $0.1600 $0.1600 $0.1600 $0.1600 $0.1600 $0.1600 $0.1600 $0.1600 $0.1600 $0.1600 $0.1600 $0.1600 Speed Channel $0.1710 $0.1710 $0.1710 $0.1710 $0.1710 $0.1710 $0.1710 $0.1710 $0.1710 $0.1710 $0.1710 $0.1710 Fox Sports Midwest $0.7500 $0.7500 $0.7500 $0.7500 $0.7500 $0.7500 $0.7500 $0.7500 $0.7500 $0.7500 $0.7500 $0.7500 Style $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 TBN $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 TBS $0.2800 $0.2800 $0.2800 $0.2800 $0.2800 $0.2800 $0.2800 $0.2800 $0.2800 $0.2800 $0.2800 $0.2800 TNT $0.7200 $0.7200 $0.7200 $0.7200 $0.7200 $0.7200 $0.7200 $0.7200 $0.7200 $0.7200 $0.7200 $0.7200 Toon Disney $0.0900 $0.0900 $0.0900 $0.0900 $0.0900 $0.0900 $0.0900 $0.0900 $0.0900 $0.0900 $0.0900 $0.0900 Travel Channel $0.0700 $0.0700 $0.0700 $0.0700 $0.0700 $0.0700 $0.0700 $0.0700 $0.0700 $0.0700 $0.0700 $0.0700 Turner Classic Movies $0.2200 $0.2200 $0.2200 $0.2200 $0.2200 $0.2200 $0.2200 $0.2200 $0.2200 $0.2200 $0.2200 $0.2200 Turner South $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Tech TV $0.0700 $0.0700 $0.0700 $0.0700 $0.0700 $0.0700 $0.0700 $0.0700 $0.0700 $0.0700 $0.0700 $0.0700 TV Land $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 USA Network $0.4000 $0.4000 $0.4000 $0.4000 $0.4000 $0.4000 $0.4000 $0.4000 $0.4000 $0.4000 $0.4000 $0.4000

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 52 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Program. Exp. Per Channel - Residential

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Standard Basic (Cont.) VH-1 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 Weather Channel $0.1560 $0.1560 $0.1560 $0.1560 $0.1560 $0.1560 $0.1560 $0.1560 $0.1560 $0.1560 $0.1560 $0.1560 WeatherScan $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 SoapNet $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 National Geographic Channel $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 Fine Living $0.1100 $0.1100 $0.1100 $0.1100 $0.1100 $0.1100 $0.1100 $0.1100 $0.1100 $0.1100 $0.1100 $0.1100 Galavision $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Biography (Includes History International) $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Annual Adjustment $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Total Standard Basic $13.1055 $13.1055 $13.1055 $13.1055 $13.1055 $13.1055 $13.1055 $13.1055 $13.1055 $13.1055 $13.1055 $13.1055

Digital Tier Discovery Kids $0.0800 $0.0800 $0.0800 $0.0800 $0.0800 $0.0800 $0.0800 $0.0800 $0.0800 $0.0800 $0.0800 $0.0800 Discovery Science $0.0800 $0.0800 $0.0800 $0.0800 $0.0800 $0.0800 $0.0800 $0.0800 $0.0800 $0.0800 $0.0800 $0.0800 Discovery Home & Leisure $0.0800 $0.0800 $0.0800 $0.0800 $0.0800 $0.0800 $0.0800 $0.0800 $0.0800 $0.0800 $0.0800 $0.0800 Discovery Health $0.0300 $0.0300 $0.0300 $0.0300 $0.0300 $0.0300 $0.0300 $0.0300 $0.0300 $0.0300 $0.0300 $0.0300 Discovery Civilization $0.0300 $0.0300 $0.0300 $0.0300 $0.0300 $0.0300 $0.0300 $0.0300 $0.0300 $0.0300 $0.0300 $0.0300 Discovery People $0.0300 $0.0300 $0.0300 $0.0300 $0.0300 $0.0300 $0.0300 $0.0300 $0.0300 $0.0300 $0.0300 $0.0300 BBC America (Free with The Discovery Channel) $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Much Music $0.1250 $0.1250 $0.1250 $0.1250 $0.1250 $0.1250 $0.1250 $0.1250 $0.1250 $0.1250 $0.1250 $0.1250 Nick 2 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 Noggin $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 Nick Games & Sports $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 WAM! $0.2792 $0.2792 $0.2792 $0.2792 $0.2792 $0.2792 $0.2792 $0.2792 $0.2792 $0.2792 $0.2792 $0.2792 Boomerang $0.0300 $0.0300 $0.0300 $0.0300 $0.0300 $0.0300 $0.0300 $0.0300 $0.0300 $0.0300 $0.0300 $0.0300 CNN fn $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Fox Sportsworld $0.1800 $0.1800 $0.1800 $0.1800 $0.1800 $0.1800 $0.1800 $0.1800 $0.1800 $0.1800 $0.1800 $0.1800 Outdoor Channel $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 MTV 2 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 MTV X Generation $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 BET on Jazz $0.0850 $0.0850 $0.0850 $0.0850 $0.0850 $0.0850 $0.0850 $0.0850 $0.0850 $0.0850 $0.0850 $0.0850 BET Gospel $0.0850 $0.0850 $0.0850 $0.0850 $0.0850 $0.0850 $0.0850 $0.0850 $0.0850 $0.0850 $0.0850 $0.0850 Wisdom Network $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 FamilyNet $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Bloomberg $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Lifetime Movie Network $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 $0.1500 Independent Film Channel $0.1600 $0.1600 $0.1600 $0.1600 $0.1600 $0.1600 $0.1600 $0.1600 $0.1600 $0.1600 $0.1600 $0.1600

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 53 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Program. Exp. Per Channel - Residential Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Digital Tier (Cont.) Style $0.1100 $0.1100 $0.1100 $0.1100 $0.1100 $0.1100 $0.1100 $0.1100 $0.1100 $0.1100 $0.1100 $0.1100 Tech TV $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 VH-1 Classic Rock (Free with VH-1) $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 VH-Country (Free with VH-1) $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 VH-1 Soul (Free with VH-1) $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 $0.1300 SoapNet $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 $0.1000 Inspirational Network $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 National Geographic $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Good Life TV $0.0800 $0.0800 $0.0800 $0.0800 $0.0800 $0.0800 $0.0800 $0.0800 $0.0800 $0.0800 $0.0800 $0.0800 Music Choice (45 Channels of Digital Audio) $0.3800 $0.3800 $0.3800 $0.3800 $0.3800 $0.3800 $0.3800 $0.3800 $0.3800 $0.3800 $0.3800 $0.3800 Biography Channel/History International $0.2100 $0.2100 $0.2100 $0.2100 $0.2100 $0.2100 $0.2100 $0.2100 $0.2100 $0.2100 $0.2100 $0.2100 Annual Programming Adjustment (Five Percent) $0.1677 $0.1677 $0.1677 $0.1677 $0.1677 $0.1677 $0.1677 $0.1677 $0.1677 $0.1677 $0.1677 $0.1677 Total Digital Basic Tier $3.5219 $3.5219 $3.5219 $3.5219 $3.5219 $3.5219 $3.5219 $3.5219 $3.5219 $3.5219 $3.5219 $3.5219

Premium Services HBO Analog Only $7.9300 $7.9300 $7.9300 $7.9300 $7.9300 $7.9300 $7.9300 $7.9300 $7.9300 $7.9300 $7.9300 $7.9300 HBO Digital Group $7.9300 $7.9300 $7.9300 $7.9300 $7.9300 $7.9300 $7.9300 $7.9300 $7.9300 $7.9300 $7.9300 $7.9300 Cinemax Digital Group $4.4500 $4.4500 $4.4500 $4.4500 $4.4500 $4.4500 $4.4500 $4.4500 $4.4500 $4.4500 $4.4500 $4.4500 Showtime Digital Group $6.3200 $6.3200 $6.3200 $6.3200 $6.3200 $6.3200 $6.3200 $6.3200 $6.3200 $6.3200 $6.3200 $6.3200 The Movie Channel Digital Group $4.6000 $4.6000 $4.6000 $4.6000 $4.6000 $4.6000 $4.6000 $4.6000 $4.6000 $4.6000 $4.6000 $4.6000 Starz/Encore Group $4.2200 $4.2200 $4.2200 $4.2200 $4.2200 $4.2200 $4.2200 $4.2200 $4.2200 $4.2200 $4.2200 $4.2200 Encore $1.6100 $1.6100 $1.6100 $1.6100 $1.6100 $1.6100 $1.6100 $1.6100 $1.6100 $1.6100 $1.6100 $1.6100 Showtime Digital Combo (Show, TMC, Flix & Sundance) $6.6500 $6.6500 $6.6500 $6.6500 $6.6500 $6.6500 $6.6500 $6.6500 $6.6500 $6.6500 $6.6500 $6.6500 HBO Digital Group/Cinemax Digital Group $10.6300 $10.6300 $10.6300 $10.6300 $10.6300 $10.6300 $10.6300 $10.6300 $10.6300 $10.6300 $10.6300 $10.6300 Digital Basic Tier with Music Choice $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Video on Demand Movies & Events $6.5000 $6.5000 $6.5000 $6.5000 $6.5000 $6.5000 $6.5000 $6.5000 $6.5000 $6.5000 $6.5000 $6.5000 Advertising Sales $1.0000 $1.0000 $1.0000 $1.0000 $1.0000 $1.0000 $1.0000 $1.0000 $1.0000 $1.0000 $1.0000 $1.0000

Pay Per View PPV 1 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 PPV 2 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 PPV 3 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 PPV 4 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 PPV 5 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 PPV 6 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 54 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Program. Exp. Per Channel - Commercial

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Limited Basic Headline News $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WBBM (2) CBS Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WGN (9) Chicago Local Off-Air $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WFLD (32) Fox Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WMAQ (5) Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WCIU (26) IND Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Local Community Channel $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WLS (7) ABC Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WPWR (50) UPN Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WTTW (11) PBS Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WCPX (38) PAX Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 TV Guide Channel $0.0212 $0.0212 $0.0212 $0.0212 $0.0212 $0.0212 $0.0212 $0.0212 $0.0212 $0.0212 $0.0212 $0.0212 WGBO (66) Univision Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WSNS (44) Telemundo Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WYCC (22) PBS Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 TBS $0.0595 $0.0595 $0.0595 $0.0595 $0.0595 $0.0595 $0.0595 $0.0595 $0.0595 $0.0595 $0.0595 $0.0595 Local Govt/Educational/Public Access Channel $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Total Limited Basic $0.0807 $0.0807 $0.0807 $0.0807 $0.0807 $0.0807 $0.0807 $0.0807 $0.0807 $0.0807 $0.0807 $0.0807

Standard Basic A & E $0.0499 $0.0499 $0.0499 $0.0499 $0.0499 $0.0499 $0.0499 $0.0499 $0.0499 $0.0499 $0.0499 $0.0499 American Movie Classics $0.0542 $0.0542 $0.0542 $0.0542 $0.0542 $0.0542 $0.0542 $0.0542 $0.0542 $0.0542 $0.0542 $0.0542 American's Health Network $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 America's Talking $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 America's Voice Network $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Animal Planet $0.0325 $0.0325 $0.0325 $0.0325 $0.0325 $0.0325 $0.0325 $0.0325 $0.0325 $0.0325 $0.0325 $0.0325 BET $0.0319 $0.0319 $0.0319 $0.0319 $0.0319 $0.0319 $0.0319 $0.0319 $0.0319 $0.0319 $0.0319 $0.0319 BET On Jazz $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Bloomberg Television $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Bravo $0.0345 $0.0345 $0.0345 $0.0345 $0.0345 $0.0345 $0.0345 $0.0345 $0.0345 $0.0345 $0.0345 $0.0345 Cable In the Classroom $0.0090 $0.0090 $0.0090 $0.0090 $0.0090 $0.0090 $0.0090 $0.0090 $0.0090 $0.0090 $0.0090 $0.0090 Cartoon Network $0.0270 $0.0270 $0.0270 $0.0270 $0.0270 $0.0270 $0.0270 $0.0270 $0.0270 $0.0270 $0.0270 $0.0270 CMTV $0.0212 $0.0212 $0.0212 $0.0212 $0.0212 $0.0212 $0.0212 $0.0212 $0.0212 $0.0212 $0.0212 $0.0212 CNBC $0.0446 $0.0446 $0.0446 $0.0446 $0.0446 $0.0446 $0.0446 $0.0446 $0.0446 $0.0446 $0.0446 $0.0446 CNN $0.0814 $0.0814 $0.0814 $0.0814 $0.0814 $0.0814 $0.0814 $0.0814 $0.0814 $0.0814 $0.0814 $0.0814 Open $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 55 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Program. Exp. Per Channel - Commercial

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Standard Basic (Cont.) CNNfn $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 CNNSI $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Comedy Central $0.0351 $0.0351 $0.0351 $0.0351 $0.0351 $0.0351 $0.0351 $0.0351 $0.0351 $0.0351 $0.0351 $0.0351 Court TV $0.0297 $0.0297 $0.0297 $0.0297 $0.0297 $0.0297 $0.0297 $0.0297 $0.0297 $0.0297 $0.0297 $0.0297 C-Span $0.0127 $0.0127 $0.0127 $0.0127 $0.0127 $0.0127 $0.0127 $0.0127 $0.0127 $0.0127 $0.0127 $0.0127 C-Span 2 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Discovery $0.0671 $0.0671 $0.0671 $0.0671 $0.0671 $0.0671 $0.0671 $0.0671 $0.0671 $0.0671 $0.0671 $0.0671 Disney $0.1806 $0.1806 $0.1806 $0.1806 $0.1806 $0.1806 $0.1806 $0.1806 $0.1806 $0.1806 $0.1806 $0.1806 Do It Yourself Network $0.0127 $0.0127 $0.0127 $0.0127 $0.0127 $0.0127 $0.0127 $0.0127 $0.0127 $0.0127 $0.0127 $0.0127 E! Entertainment $0.0297 $0.0297 $0.0297 $0.0297 $0.0297 $0.0297 $0.0297 $0.0297 $0.0297 $0.0297 $0.0297 $0.0297 Encore $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Encore MoviePlex $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 ESPN $0.3852 $0.3852 $0.3852 $0.3852 $0.3852 $0.3852 $0.3852 $0.3852 $0.3852 $0.3852 $0.3852 $0.3852 ESPN 2 $0.0797 $0.0797 $0.0797 $0.0797 $0.0797 $0.0797 $0.0797 $0.0797 $0.0797 $0.0797 $0.0797 $0.0797 ESPN News $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 ESPN Classic Sports $0.0319 $0.0319 $0.0319 $0.0319 $0.0319 $0.0319 $0.0319 $0.0319 $0.0319 $0.0319 $0.0319 $0.0319 EWTN $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Fit TV $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 ABC Family Channel $0.0389 $0.0389 $0.0389 $0.0389 $0.0389 $0.0389 $0.0389 $0.0389 $0.0389 $0.0389 $0.0389 $0.0389 Food Network $0.0181 $0.0181 $0.0181 $0.0181 $0.0181 $0.0181 $0.0181 $0.0181 $0.0181 $0.0181 $0.0181 $0.0181 Fox News $0.0468 $0.0468 $0.0468 $0.0468 $0.0468 $0.0468 $0.0468 $0.0468 $0.0468 $0.0468 $0.0468 $0.0468 fX $0.0633 $0.0633 $0.0633 $0.0633 $0.0633 $0.0633 $0.0633 $0.0633 $0.0633 $0.0633 $0.0633 $0.0633 fX Movies (no fX in system) $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Game Show Network $0.0234 $0.0234 $0.0234 $0.0234 $0.0234 $0.0234 $0.0234 $0.0234 $0.0234 $0.0234 $0.0234 $0.0234 Golf Channel $0.0446 $0.0446 $0.0446 $0.0446 $0.0446 $0.0446 $0.0446 $0.0446 $0.0446 $0.0446 $0.0446 $0.0446 Great American Country $0.0074 $0.0074 $0.0074 $0.0074 $0.0074 $0.0074 $0.0074 $0.0074 $0.0074 $0.0074 $0.0074 $0.0074 Headline News (Free with CNN) $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 History Channel $0.0382 $0.0382 $0.0382 $0.0382 $0.0382 $0.0382 $0.0382 $0.0382 $0.0382 $0.0382 $0.0382 $0.0382 Home & Garden TV $0.0319 $0.0319 $0.0319 $0.0319 $0.0319 $0.0319 $0.0319 $0.0319 $0.0319 $0.0319 $0.0319 $0.0319 Home Shopping Network $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Independent Film Channel $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 International Channel $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Inspirational Network $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Lifetime Movie Network $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Open $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 56 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Program. Exp. Per Channel - Commercial

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Standard Basic (Cont.) Learning Channel $0.0342 $0.0342 $0.0342 $0.0342 $0.0342 $0.0342 $0.0342 $0.0342 $0.0342 $0.0342 $0.0342 $0.0342 Lifetime $0.0616 $0.0616 $0.0616 $0.0616 $0.0616 $0.0616 $0.0616 $0.0616 $0.0616 $0.0616 $0.0616 $0.0616 Military Channel $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 MSNBC $0.0276 $0.0276 $0.0276 $0.0276 $0.0276 $0.0276 $0.0276 $0.0276 $0.0276 $0.0276 $0.0276 $0.0276 MTV $0.0627 $0.0627 $0.0627 $0.0627 $0.0627 $0.0627 $0.0627 $0.0627 $0.0627 $0.0627 $0.0627 $0.0627 Much Music $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 NASA TV $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 The National Network $0.0659 $0.0659 $0.0659 $0.0659 $0.0659 $0.0659 $0.0659 $0.0659 $0.0659 $0.0659 $0.0659 $0.0659 NET $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Newsport $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Nickelodeon $0.0899 $0.0899 $0.0899 $0.0899 $0.0899 $0.0899 $0.0899 $0.0899 $0.0899 $0.0899 $0.0899 $0.0899 Nostalgia $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Hallmark Channel $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Outdoor Life Network $0.0363 $0.0363 $0.0363 $0.0363 $0.0363 $0.0363 $0.0363 $0.0363 $0.0363 $0.0363 $0.0363 $0.0363 The Outdoor Channel $0.0153 $0.0153 $0.0153 $0.0153 $0.0153 $0.0153 $0.0153 $0.0153 $0.0153 $0.0153 $0.0153 $0.0153 Ovation $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Oxygen $0.0461 $0.0461 $0.0461 $0.0461 $0.0461 $0.0461 $0.0461 $0.0461 $0.0461 $0.0461 $0.0461 $0.0461 Pax Family Network $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Product Information Network (PIN) $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 QVC $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Women's Entertainment (formerly Romance Classics) $0.0297 $0.0297 $0.0297 $0.0297 $0.0297 $0.0297 $0.0297 $0.0297 $0.0297 $0.0297 $0.0297 $0.0297 Sci-Fi Network $0.0340 $0.0340 $0.0340 $0.0340 $0.0340 $0.0340 $0.0340 $0.0340 $0.0340 $0.0340 $0.0340 $0.0340 Speed Channel $0.0363 $0.0363 $0.0363 $0.0363 $0.0363 $0.0363 $0.0363 $0.0363 $0.0363 $0.0363 $0.0363 $0.0363 Fox Sports Midwest $0.1593 $0.1593 $0.1593 $0.1593 $0.1593 $0.1593 $0.1593 $0.1593 $0.1593 $0.1593 $0.1593 $0.1593 Style $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 TBN $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 TBS $0.0595 $0.0595 $0.0595 $0.0595 $0.0595 $0.0595 $0.0595 $0.0595 $0.0595 $0.0595 $0.0595 $0.0595 TNT $0.1530 $0.1530 $0.1530 $0.1530 $0.1530 $0.1530 $0.1530 $0.1530 $0.1530 $0.1530 $0.1530 $0.1530 Toon Disney $0.0191 $0.0191 $0.0191 $0.0191 $0.0191 $0.0191 $0.0191 $0.0191 $0.0191 $0.0191 $0.0191 $0.0191 Travel Channel $0.0149 $0.0149 $0.0149 $0.0149 $0.0149 $0.0149 $0.0149 $0.0149 $0.0149 $0.0149 $0.0149 $0.0149 Turner Classic Movies $0.0467 $0.0467 $0.0467 $0.0467 $0.0467 $0.0467 $0.0467 $0.0467 $0.0467 $0.0467 $0.0467 $0.0467 Turner South $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Tech TV $0.0149 $0.0149 $0.0149 $0.0149 $0.0149 $0.0149 $0.0149 $0.0149 $0.0149 $0.0149 $0.0149 $0.0149 TV Land $0.0212 $0.0212 $0.0212 $0.0212 $0.0212 $0.0212 $0.0212 $0.0212 $0.0212 $0.0212 $0.0212 $0.0212 USA Network $0.0850 $0.0850 $0.0850 $0.0850 $0.0850 $0.0850 $0.0850 $0.0850 $0.0850 $0.0850 $0.0850 $0.0850

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 57 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Program. Exp. Per Channel - Commercial

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Standard Basic (Cont.) VH-1 $0.0276 $0.0276 $0.0276 $0.0276 $0.0276 $0.0276 $0.0276 $0.0276 $0.0276 $0.0276 $0.0276 $0.0276 Weather Channel $0.0331 $0.0331 $0.0331 $0.0331 $0.0331 $0.0331 $0.0331 $0.0331 $0.0331 $0.0331 $0.0331 $0.0331 WeatherScan $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 SoapNet $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 National Geographic Channel $0.0319 $0.0319 $0.0319 $0.0319 $0.0319 $0.0319 $0.0319 $0.0319 $0.0319 $0.0319 $0.0319 $0.0319 Fine Living $0.0234 $0.0234 $0.0234 $0.0234 $0.0234 $0.0234 $0.0234 $0.0234 $0.0234 $0.0234 $0.0234 $0.0234 Galavision $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Biography (Includes History International) $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Total Standard Basic $2.7925 $2.7925 $2.7925 $2.7925 $2.7925 $2.7925 $2.7925 $2.7925 $2.7925 $2.7925 $2.7925 $2.7925

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 58 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Program. Exp. Per Channel - Commercial

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Premium Services HBO Analog Only $1.6847 $1.6847 $1.6847 $1.6847 $1.6847 $1.6847 $1.6847 $1.6847 $1.6847 $1.6847 $1.6847 $1.6847

Pay Per View Pay Per View 1 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 Pay Per View 2 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 Open $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Open $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Open $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 59 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Programming Expense - Residential

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Limited Basic Headline News $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WBBM (2) CBS Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WGN (9) Chicago Local Off-Air $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WCIU (26) IND Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WPWR (50) UPN Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WTTW (11) PBS Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WCPX (38) PAX Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 TV Guide Channel $0.00 $0.00 $0.00 $0.00 $0.00 $23.16 $81.07 $150.56 $220.04 $301.11 $393.76 $486.41 WGBO (66) Univision Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WSNS (44) Telemundo Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WYCC (22) PBS Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 TBS $0.00 $0.00 $0.00 $0.00 $0.00 $64.85 $226.99 $421.56 $616.12 $843.11 $1,102.53 $1,361.95 Local Govt/Educational/Public Access Channel $0.00 $0.00 $0.00 $0.00 $0.00 $64.85 $226.99 $421.56 $616.12 $843.11 $1,102.53 $1,361.95 Total Limited Basic $0.00 $0.00 $0.00 $0.00 $0.00 $152.87 $535.05 $993.67 $1,452.28 $1,987.33 $2,598.82 $3,210.31

Standard Basic A & E $0.00 $0.00 $0.00 $0.00 $0.00 $52.80 $184.80 $343.19 $501.59 $686.38 $897.58 $1,108.77 American Movie Classics $0.00 $0.00 $0.00 $0.00 $0.00 $57.29 $200.52 $372.40 $544.28 $744.80 $973.97 $1,203.14 American's Health Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 America's Talking $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 America's Voice Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Animal Planet $0.00 $0.00 $0.00 $0.00 $0.00 $34.38 $120.31 $223.44 $326.57 $446.88 $584.38 $721.88 BET $0.00 $0.00 $0.00 $0.00 $0.00 $33.70 $117.95 $219.06 $320.16 $438.12 $572.92 $707.73 BET On Jazz $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Bloomberg Television $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Bravo $0.00 $0.00 $0.00 $0.00 $0.00 $36.51 $127.78 $237.31 $346.84 $474.63 $620.67 $766.70 Cable In the Classroom $0.00 $0.00 $0.00 $0.00 $0.00 $0.80 $2.79 $5.17 $7.56 $10.34 $13.53 $16.71 Cartoon Network $0.00 $0.00 $0.00 $0.00 $0.00 $28.53 $99.87 $185.47 $271.07 $370.94 $485.07 $599.21 CMTV $0.00 $0.00 $0.00 $0.00 $0.00 $22.47 $78.64 $146.04 $213.44 $292.08 $381.95 $471.82 CNBC $0.00 $0.00 $0.00 $0.00 $0.00 $47.18 $165.14 $306.68 $448.23 $613.36 $802.09 $990.82 CNN $0.00 $0.00 $0.00 $0.00 $0.00 $86.05 $301.18 $559.33 $817.48 $1,118.66 $1,462.86 $1,807.06 CNNfn $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 CNNSI $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Comedy Central $0.00 $0.00 $0.00 $0.00 $0.00 $37.07 $129.75 $240.96 $352.18 $481.93 $630.21 $778.50 Court TV $0.00 $0.00 $0.00 $0.00 $0.00 $31.45 $110.09 $204.45 $298.82 $408.91 $534.73 $660.55 C-Span $0.00 $0.00 $0.00 $0.00 $0.00 $13.48 $47.18 $87.62 $128.06 $175.25 $229.17 $283.09 Discovery $0.00 $0.00 $0.00 $0.00 $0.00 $71.00 $248.49 $461.48 $674.48 $922.97 $1,206.96 $1,490.95 Disney $0.00 $0.00 $0.00 $0.00 $0.00 $190.97 $668.41 $1,241.33 $1,814.25 $2,482.66 $3,246.56 $4,010.45

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 60 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Programming Expense - Residential

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Standard Basic (Cont.) Do It Yourself Network $0.00 $0.00 $0.00 $0.00 $0.00 $13.48 $47.18 $87.62 $128.06 $175.25 $229.17 $283.09 E! Entertainment $0.00 $0.00 $0.00 $0.00 $0.00 $31.45 $110.09 $204.45 $298.82 $408.91 $534.73 $660.55 Encore $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Encore MoviePlex $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 ESPN $0.00 $0.00 $0.00 $0.00 $0.00 $407.34 $1,425.68 $2,647.69 $3,869.69 $5,295.37 $6,924.72 $8,554.06 ESPN 2 $0.00 $0.00 $0.00 $0.00 $0.00 $84.25 $294.89 $547.65 $800.41 $1,095.29 $1,432.30 $1,769.32 EWTN $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Fit TV $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 ABC Family Channel $0.00 $0.00 $0.00 $0.00 $0.00 $41.12 $143.90 $267.25 $390.60 $534.50 $698.96 $863.43 Food Network $0.00 $0.00 $0.00 $0.00 $0.00 $19.10 $66.84 $124.13 $181.43 $248.27 $324.66 $401.05 Fox News $0.00 $0.00 $0.00 $0.00 $0.00 $49.54 $173.39 $322.02 $470.64 $644.03 $842.20 $1,040.36 fX $0.00 $0.00 $0.00 $0.00 $0.00 $66.95 $234.34 $435.20 $636.06 $870.39 $1,138.20 $1,406.02 fX Movies (no fX in system) $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Game Show Network $0.00 $0.00 $0.00 $0.00 $0.00 $24.71 $86.50 $160.64 $234.79 $321.29 $420.14 $519.00 Golf Channel $0.00 $0.00 $0.00 $0.00 $0.00 $47.18 $165.14 $306.68 $448.23 $613.36 $802.09 $990.82 Great American Country $0.00 $0.00 $0.00 $0.00 $0.00 $7.86 $27.52 $51.11 $74.70 $102.23 $133.68 $165.14 Headline News (Free with CNN) $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 History Channel $0.00 $0.00 $0.00 $0.00 $0.00 $40.44 $141.55 $262.87 $384.19 $525.74 $687.51 $849.27 Home & Garden TV $0.00 $0.00 $0.00 $0.00 $0.00 $33.70 $117.95 $219.06 $320.16 $438.12 $572.92 $707.73 Home Shopping Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Independent Film Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 International Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Inspirational Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Lifetime Movie Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Open $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Learning Channel $0.00 $0.00 $0.00 $0.00 $0.00 $36.17 $126.60 $235.12 $343.64 $470.25 $614.94 $759.63 Lifetime $0.00 $0.00 $0.00 $0.00 $0.00 $65.16 $228.05 $423.51 $618.98 $847.03 $1,107.65 $1,368.27 Military Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 MSNBC $0.00 $0.00 $0.00 $0.00 $0.00 $29.21 $102.23 $189.85 $277.47 $379.70 $496.53 $613.36 MTV $0.00 $0.00 $0.00 $0.00 $0.00 $66.28 $231.98 $430.81 $629.65 $861.63 $1,126.75 $1,391.86 Much Music $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 NASA TV $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 The National Network $0.00 $0.00 $0.00 $0.00 $0.00 $69.65 $243.77 $452.72 $661.67 $905.44 $1,184.04 $1,462.64 NET $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Newsport $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Nickelodeon $0.00 $0.00 $0.00 $0.00 $0.00 $95.04 $332.63 $617.74 $902.86 $1,235.49 $1,615.64 $1,995.79

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 61 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Programming Expense - Residential

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Standard Basic (Cont.) Nostalgia $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Hallmark Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Outdoor Life Network $0.00 $0.00 $0.00 $0.00 $0.00 $38.42 $134.47 $249.73 $364.98 $499.45 $653.13 $806.81 The Outdoor Channel $0.00 $0.00 $0.00 $0.00 $0.00 $16.18 $56.62 $105.15 $153.68 $210.30 $275.00 $339.71 Ovation $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Oxygen $0.00 $0.00 $0.00 $0.00 $0.00 $48.75 $170.64 $316.90 $463.17 $633.81 $828.83 $1,023.85 Pax Family Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Product Information Network (PIN) $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 QVC $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Women's Entertainment (formerly Romance Classics) $0.00 $0.00 $0.00 $0.00 $0.00 $31.45 $110.09 $204.45 $298.82 $408.91 $534.73 $660.55 Sci-Fi Network $0.00 $0.00 $0.00 $0.00 $0.00 $35.95 $125.82 $233.66 $341.51 $467.32 $611.12 $754.91 Speed Channel $0.00 $0.00 $0.00 $0.00 $0.00 $38.42 $134.47 $249.73 $364.98 $499.45 $653.13 $806.81 Fox Sports Midwest $0.00 $0.00 $0.00 $0.00 $0.00 $168.51 $589.77 $1,095.29 $1,600.81 $2,190.58 $2,864.61 $3,538.64 Style $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 TBN $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 TBS $0.00 $0.00 $0.00 $0.00 $0.00 $62.91 $220.18 $408.91 $597.64 $817.82 $1,069.45 $1,321.09 TNT $0.00 $0.00 $0.00 $0.00 $0.00 $161.77 $566.18 $1,051.48 $1,536.78 $2,102.96 $2,750.03 $3,397.09 Toon Disney $0.00 $0.00 $0.00 $0.00 $0.00 $20.22 $70.77 $131.44 $192.10 $262.87 $343.75 $424.64 Travel Channel $0.00 $0.00 $0.00 $0.00 $0.00 $15.73 $55.05 $102.23 $149.41 $204.45 $267.36 $330.27 Turner Classic Movies $0.00 $0.00 $0.00 $0.00 $0.00 $49.43 $173.00 $321.29 $469.57 $642.57 $840.29 $1,038.00 Turner South $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Tech TV $0.00 $0.00 $0.00 $0.00 $0.00 $15.73 $55.05 $102.23 $149.41 $204.45 $267.36 $330.27 TV Land $0.00 $0.00 $0.00 $0.00 $0.00 $22.47 $78.64 $146.04 $213.44 $292.08 $381.95 $471.82 USA Network $0.00 $0.00 $0.00 $0.00 $0.00 $89.87 $314.55 $584.16 $853.77 $1,168.31 $1,527.79 $1,887.27 VH-1 $0.00 $0.00 $0.00 $0.00 $0.00 $29.21 $102.23 $189.85 $277.47 $379.70 $496.53 $613.36 Weather Channel $0.00 $0.00 $0.00 $0.00 $0.00 $35.05 $122.67 $227.82 $332.97 $455.64 $595.84 $736.04 WeatherScan $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 SoapNet $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 National Geographic Channel $0.00 $0.00 $0.00 $0.00 $0.00 $33.70 $117.95 $219.06 $320.16 $438.12 $572.92 $707.73 Fine Living $0.00 $0.00 $0.00 $0.00 $0.00 $24.71 $86.50 $160.64 $234.79 $321.29 $420.14 $519.00 Galavision $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Biography (Includes History International) $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 62 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Programming Expense - Residential

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Standard Basic (Cont.) Annual Adjustment $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Total Standard Basic $0.00 $0.00 $0.00 $0.00 $0.00 $2,910.79 $10,187.76 $18,920.13 $27,652.50 $37,840.27 $49,483.43 $61,126.59

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 63 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Programming Expense - Residential

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Premiums HBO Digital Group $0.00 $0.00 $0.00 $0.00 $0.00 $146.94 $514.30 $955.12 $1,395.95 $1,910.25 $2,498.02 $3,085.79 Cinemax Digital Group $0.00 $0.00 $0.00 $0.00 $0.00 $61.84 $216.45 $401.98 $587.51 $803.97 $1,051.34 $1,298.72 Showtime Digital Group $0.00 $0.00 $0.00 $0.00 $0.00 $87.83 $307.41 $570.91 $834.40 $1,141.81 $1,493.14 $1,844.47 The Movie Channel Digital Group $0.00 $0.00 $0.00 $0.00 $0.00 $53.27 $186.46 $346.28 $506.10 $692.56 $905.65 $1,118.74 Starz/Encore Group $0.00 $0.00 $0.00 $0.00 $0.00 $122.18 $427.64 $794.18 $1,160.73 $1,588.36 $2,077.09 $2,565.81 Flix Group $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Independent Film Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Sundance Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Showtime Digital Combo (Show, TMC, Flix & Sundance) $0.00 $0.00 $0.00 $0.00 $0.00 $231.04 $808.66 $1,501.79 $2,194.93 $3,003.58 $3,927.76 $4,851.94 HBO Digital Group/Cinemax Digital Group $0.00 $0.00 $0.00 $0.00 $0.00 $123.11 $430.88 $800.20 $1,169.53 $1,600.41 $2,092.84 $2,585.27 Sundance, Flix, Independent Film Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Digital Basic Tier with Music Choice $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Video on Demand Movies & Events $0.00 $0.00 $0.00 $0.00 $0.00 $165.61 $579.64 $1,076.47 $1,573.31 $2,152.95 $2,815.39 $3,477.83 Advertising Sales $0.00 $0.00 $0.00 $0.00 $0.00 $231.62 $810.68 $1,505.56 $2,200.43 $3,011.11 $3,937.61 $4,864.10 Open $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Open $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Open $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Total $0.00 $0.00 $0.00 $0.00 $0.00 $1,223.46 $4,282.11 $7,952.50 $11,622.88 $15,904.99 $20,798.84 $25,692.68

Pay Per View PPV 1 $0.00 $0.00 $0.00 $0.00 $0.00 $30.88 $108.09 $200.74 $293.39 $401.48 $525.01 $648.55 PPV 2 $0.00 $0.00 $0.00 $0.00 $0.00 $30.88 $108.09 $200.74 $293.39 $401.48 $525.01 $648.55 PPV 3 $0.00 $0.00 $0.00 $0.00 $0.00 $30.88 $108.09 $200.74 $293.39 $401.48 $525.01 $648.55 PPV 4 $0.00 $0.00 $0.00 $0.00 $0.00 $30.88 $108.09 $200.74 $293.39 $401.48 $525.01 $648.55 PPV 5 $0.00 $0.00 $0.00 $0.00 $0.00 $30.88 $108.09 $200.74 $293.39 $401.48 $525.01 $648.55 PPV 6 $0.00 $0.00 $0.00 $0.00 $0.00 $30.88 $108.09 $200.74 $293.39 $401.48 $525.01 $648.55 Open $0.00 $0.00 $0.00 $0.00 $0.00 $30.88 $108.09 $200.74 $293.39 $401.48 $525.01 $648.55 Open $0.00 $0.00 $0.00 $0.00 $0.00 $30.88 $108.09 $200.74 $293.39 $401.48 $525.01 $648.55 Open $0.00 $0.00 $0.00 $0.00 $0.00 $30.88 $108.09 $200.74 $293.39 $401.48 $525.01 $648.55 Total $0.00 $0.00 $0.00 $0.00 $0.00 $277.95 $972.82 $1,806.67 $2,640.51 $3,613.33 $4,725.13 $5,836.92

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 64 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Programming Expense - Commercial

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Limited Basic Headline News $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WBBM (2) CBS Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WGN (9) Chicago Local Off-Air $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WFLD (32) Fox Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WMAQ (5) Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WCIU (26) IND Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Local Community Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WLS (7) ABC Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WPWR (50) UPN Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WTTW (11) PBS Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WCPX (38) PAX Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 TV Guide Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.11 $0.37 $0.69 $1.01 $1.38 $1.80 $2.22 WGBO (66) Univision Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WSNS (44) Telemundo Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WYCC (22) PBS Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.40 $1.41 $2.61 $3.82 $5.23 $6.83 $8.44 TBS $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Local Govt/Educational/Public Access Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Total Limited Basic $0.00 $0.00 $0.00 $0.00 $0.00 $0.11 $0.37 $0.69 $1.01 $1.38 $1.80 $2.22

Standard Basic A & E $0.00 $0.00 $0.00 $0.00 $0.00 $0.25 $0.87 $1.62 $2.36 $3.23 $4.23 $5.22 American Movie Classics $0.00 $0.00 $0.00 $0.00 $0.00 $0.27 $0.94 $1.75 $2.56 $3.51 $4.59 $5.67 American's Health Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 America's Talking $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 America's Voice Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Animal Planet $0.00 $0.00 $0.00 $0.00 $0.00 $0.16 $0.57 $1.05 $1.54 $2.10 $2.75 $3.40 BET $0.00 $0.00 $0.00 $0.00 $0.00 $0.16 $0.56 $1.03 $1.51 $2.06 $2.70 $3.33 BET On Jazz $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Bloomberg Television $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Bravo $0.00 $0.00 $0.00 $0.00 $0.00 $0.17 $0.60 $1.12 $1.63 $2.23 $2.92 $3.61 Cable In the Classroom $0.00 $0.00 $0.00 $0.00 $0.00 $0.04 $0.16 $0.29 $0.43 $0.58 $0.76 $0.94 Cartoon Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.13 $0.47 $0.87 $1.28 $1.75 $2.28 $2.82 CMTV $0.00 $0.00 $0.00 $0.00 $0.00 $0.11 $0.37 $0.69 $1.01 $1.38 $1.80 $2.22 CNBC $0.00 $0.00 $0.00 $0.00 $0.00 $0.22 $0.78 $1.44 $2.11 $2.89 $3.78 $4.67 CNN $0.00 $0.00 $0.00 $0.00 $0.00 $0.41 $1.42 $2.63 $3.85 $5.27 $6.89 $8.51

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan 65 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Programming Expense - Commercial

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Standard Basic (Cont.) CNNfn $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 CNNSI $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Comedy Central $0.00 $0.00 $0.00 $0.00 $0.00 $0.17 $0.61 $1.13 $1.66 $2.27 $2.97 $3.67 Court TV $0.00 $0.00 $0.00 $0.00 $0.00 $0.15 $0.52 $0.96 $1.41 $1.93 $2.52 $3.11 C-Span $0.00 $0.00 $0.00 $0.00 $0.00 $0.06 $0.22 $0.41 $0.60 $0.83 $1.08 $1.33 C-Span 2 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Discovery $0.00 $0.00 $0.00 $0.00 $0.00 $0.33 $1.17 $2.17 $3.18 $4.35 $5.68 $7.02 Disney $0.00 $0.00 $0.00 $0.00 $0.00 $0.90 $3.15 $5.85 $8.54 $11.69 $15.29 $18.88 Do It Yourself Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.06 $0.22 $0.41 $0.60 $0.83 $1.08 $1.33 E! Entertainment $0.00 $0.00 $0.00 $0.00 $0.00 $0.15 $0.52 $0.96 $1.41 $1.93 $2.52 $3.11 Encore $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Encore MoviePlex $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 ESPN $0.00 $0.00 $0.00 $0.00 $0.00 $1.92 $6.71 $12.47 $18.22 $24.94 $32.61 $40.28 ESPN 2 $0.00 $0.00 $0.00 $0.00 $0.00 $0.40 $1.39 $2.58 $3.77 $5.16 $6.74 $8.33 ESPN News $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 ESPN Classic Sports $0.00 $0.00 $0.00 $0.00 $0.00 $0.16 $0.56 $1.03 $1.51 $2.06 $2.70 $3.33 EWTN $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Fit TV $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 ABC Family Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.19 $0.68 $1.26 $1.84 $2.52 $3.29 $4.07 Food Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.09 $0.31 $0.58 $0.85 $1.17 $1.53 $1.89 Fox News $0.00 $0.00 $0.00 $0.00 $0.00 $0.23 $0.82 $1.52 $2.22 $3.03 $3.97 $4.90 fX $0.00 $0.00 $0.00 $0.00 $0.00 $0.32 $1.10 $2.05 $3.00 $4.10 $5.36 $6.62 fX Movies (no fX in system) $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Game Show Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.12 $0.41 $0.76 $1.11 $1.51 $1.98 $2.44 Golf Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.22 $0.78 $1.44 $2.11 $2.89 $3.78 $4.67 Great American Country $0.00 $0.00 $0.00 $0.00 $0.00 $0.04 $0.13 $0.24 $0.35 $0.48 $0.63 $0.78 Headline News (Free with CNN) $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 History Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.19 $0.67 $1.24 $1.81 $2.48 $3.24 $4.00 Home & Garden TV $0.00 $0.00 $0.00 $0.00 $0.00 $0.16 $0.56 $1.03 $1.51 $2.06 $2.70 $3.33 Home Shopping Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Independent Film Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 International Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Inspirational Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Lifetime Movie Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Open $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 66 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Programming Expense - Commercial

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Standard Basic (Cont.) Learning Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.17 $0.60 $1.11 $1.62 $2.21 $2.90 $3.58 Lifetime $0.00 $0.00 $0.00 $0.00 $0.00 $0.31 $1.07 $1.99 $2.91 $3.99 $5.22 $6.44 Military Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 MSNBC $0.00 $0.00 $0.00 $0.00 $0.00 $0.14 $0.48 $0.89 $1.31 $1.79 $2.34 $2.89 MTV $0.00 $0.00 $0.00 $0.00 $0.00 $0.31 $1.09 $2.03 $2.96 $4.06 $5.31 $6.55 Much Music $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 NASA TV $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 The National Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.33 $1.15 $2.13 $3.12 $4.26 $5.58 $6.89 NET $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Newsport $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Nickelodeon $0.00 $0.00 $0.00 $0.00 $0.00 $0.45 $1.57 $2.91 $4.25 $5.82 $7.61 $9.40 Nostalgia $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Hallmark Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Outdoor Life Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.18 $0.63 $1.18 $1.72 $2.35 $3.08 $3.80 The Outdoor Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.08 $0.27 $0.50 $0.72 $0.99 $1.29 $1.60 Ovation $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Oxygen $0.00 $0.00 $0.00 $0.00 $0.00 $0.23 $0.80 $1.49 $2.18 $2.98 $3.90 $4.82 Pax Family Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Product Information Network (PIN) $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 QVC $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Women's Entertainment (formerly Romance Classics) $0.00 $0.00 $0.00 $0.00 $0.00 $0.15 $0.52 $0.96 $1.41 $1.93 $2.52 $3.11 Sci-Fi Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.17 $0.59 $1.10 $1.61 $2.20 $2.88 $3.55 Speed Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.18 $0.63 $1.18 $1.72 $2.35 $3.08 $3.80 Fox Sports Midwest $0.00 $0.00 $0.00 $0.00 $0.00 $0.79 $2.78 $5.16 $7.54 $10.32 $13.49 $16.66 Style $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 TBN $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 TBS $0.00 $0.00 $0.00 $0.00 $0.00 $0.30 $1.04 $1.93 $2.81 $3.85 $5.04 $6.22 TNT $0.00 $0.00 $0.00 $0.00 $0.00 $0.76 $2.67 $4.95 $7.24 $9.90 $12.95 $16.00 Toon Disney $0.00 $0.00 $0.00 $0.00 $0.00 $0.10 $0.33 $0.62 $0.90 $1.24 $1.62 $2.00 Travel Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.07 $0.26 $0.48 $0.70 $0.96 $1.26 $1.56 Turner Classic Movies $0.00 $0.00 $0.00 $0.00 $0.00 $0.23 $0.81 $1.51 $2.21 $3.03 $3.96 $4.89 Turner South $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Tech TV $0.00 $0.00 $0.00 $0.00 $0.00 $0.07 $0.26 $0.48 $0.70 $0.96 $1.26 $1.56 TV Land $0.00 $0.00 $0.00 $0.00 $0.00 $0.11 $0.37 $0.69 $1.01 $1.38 $1.80 $2.22 USA Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.42 $1.48 $2.75 $4.02 $5.50 $7.19 $8.89

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 67 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Programming Expense - Commercial

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Standard Basic (Cont.) VH-1 $0.00 $0.00 $0.00 $0.00 $0.00 $0.14 $0.48 $0.89 $1.31 $1.79 $2.34 $2.89 Weather Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.17 $0.58 $1.07 $1.57 $2.15 $2.81 $3.47 WeatherScan $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 SoapNet $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 National Geographic Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.16 $0.56 $1.03 $1.51 $2.06 $2.70 $3.33 Fine Living $0.00 $0.00 $0.00 $0.00 $0.00 $0.12 $0.41 $0.76 $1.11 $1.51 $1.98 $2.44 Galavision $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Biography (Includes History International) $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Open $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Open $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Open $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Open $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Open $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Annual Adjustment $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Total Standard Basic $0.00 $0.00 $0.00 $0.00 $0.00 $13.91 $48.67 $90.39 $132.11 $180.78 $236.41 $292.04

HBO Analog Only $0.00 $0.00 $0.00 $0.00 $0.00 $8.39 $29.36 $54.53 $79.70 $109.07 $142.62 $176.18 Pay Per View $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 68 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Begin All Services

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Basic 0000004631,158 1,853 2,548 3,474 4,401 Expanded Basic 0000004491,123 1,797 2,471 3,370 4,269 Business Basic 000000124579 Line Maintenance Plan 0000003017531,204 1,656 2,258 2,861 HBO Digital Group 0000003793148204278352 Cinemax Digital Group 0000002869111153208264 Showtime Digital Group 0000002869111153208264 The Movie Channel Digital Group 000000235893127174220 Starz/Encore Group 00000058145232318434550 Flix Group 000000000000 Independent Film Channel 000000000000 Sundance Channel 000000000000 Showtime Digital Combo (Show, TMC, Flix & Sundance) 00000069174278382521660 HBO Digital Group/Cinemax Digital Group 000000235893127174220 Sundance, Flix, Independent Film Channel 000000000000 Digital Basic Tier with Music Choice 0000001112784456118341,056 Video on Demand Movies & Events 00000051127204280382484 Advertising Sales 0000004631,158 1,853 2,548 3,474 4,401 Open 000000000000 Open 000000000000 Open 000000000000

Commercial Basic 000000102540557595 Commercial HBO 000000258111519 Commercial Pay Per View 000000000000

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Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

High Speed Data - Total Package 00000011294971101133 High Speed Data - Video Customers 0000002975127185262346 Hight Speed Data - Non Video Customers 000000215592134190251

Standard Business High Speed Data - Level 1 000000124579 Standard Business High Speed Data - Level 2 000000258111519 Business Plus High Speed Data - Level 1 0000003712162228 Business Plus High Speed Data - Level 2 00000041016212937 Business Elite High Speed Data - Level 1 00000051219273646 Business Elite High Speed Data - Level 2 00000061423324355 Direct Business High Speed Data - Level 1 00000071727375164 Direct Business High Speed Data - Level 2 00000081931425873

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 70 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Add All Services

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Basic 00000463695695695926926926 Expanded Basic 00000449674674674899899899 Business Basic 000001111222 Line Maintenance Plan 00000301452452452602602602 HBO Digital Group 0000037565656747474 Cinemax Digital Group 0000028424242565656 Showtime Digital Group 0000028424242565656 The Movie Channel Digital Group 0000023353535464646 Starz/Encore Group 0000058878787116116116 Flix Group 000000000000 Independent Film Channel 000000000000 Sundance Channel 000000000000 Showtime Digital Combo (Show, TMC, Flix & Sundance) 0000069104104104139139139

Commercial Basic 0000010151515202020 Commercial HBO 000002333444 Commercial Pay Per View 000000000000

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 71 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Add All Services (Cont.)

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Standard High Speed Data - Level 1 0000010141414191919 Silver High Speed Data - Level 2 0000025383838505050 Gold & Platnimum High Speed Data - Level 3 0000018272727363636 High Speed Data - Level 1 - Remarket 000001468111417 High Speed Data - Level 2 - Remarket 00000491521283643 High Speed Data - Level 3 - Remarket 00000371115202631 Total 000006199111123165181197

Standard Business High Speed Data - Level 1 000001111222 Standard Business High Speed Data - Level 2 000002333444 Business Plus High Speed Data - Level 1 000003444666 Business Plus High Speed Data - Level 2 000004666888 Business Elite High Speed Data - Level 1 000005777101010 Business Elite High Speed Data - Level 2 000006999121212 Direct Business High Speed Data - Level 1 000007101010141414 Direct Business High Speed Data - Level 2 000008121212151515 Total 0000035525252707070

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 72 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 End All Services

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Basic 000004631,158 1,853 2,548 3,474 4,401 5,327 Expanded Basic 000004491,123 1,797 2,471 3,370 4,269 5,168 Business Basic 0000012457911 Line Maintenance Plan 000003017531,204 1,656 2,258 2,861 3,463 HBO Digital Group 000003793148204278352426 Cinemax Digital Group 000002869111153208264320 Showtime Digital Group 000002869111153208264320 The Movie Channel Digital Group 00000235893127174220266 Starz/Encore Group 0000058145232318434550666 Flix Group 000000000000 Independent Film Channel 000000000000 Sundance Channel 000000000000 Showtime Digital Combo (Show, TMC, Flix & Sundance) 0000069174278382521660799

Commercial Basic 00000102540557595115 Commercial HBO 0000025811151923 Commercial Pay Per View 000000000000

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 73 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 End All Services (Cont.)

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

High Speed Data - Level 1 Disconnects 000000000111 High Speed Data - Level 2 Disconnects 000000011122 High Speed Data - Level 3 Disconnects 000000001112

High Speed Data - Level 1 Net 0000011294971101133168 High Speed Data - Level 2 Net 000002975127185262346437 High Speed Data - Level 3 Net 00000215592134190251317

Standard Business High Speed Data - Level 1 0000012457911 Standard Business High Speed Data - Level 2 0000025811151923 Business Plus High Speed Data - Level 1 00000371216222834 Business Plus High Speed Data - Level 2 000004101621293745 Business Elite High Speed Data - Level 1 000005121927364656 Business Elite High Speed Data - Level 2 000006142332435567 Direct Business High Speed Data - Level 1 000007172737516478 Direct Business High Speed Data - Level 2 000008193142587389 Total Commercial High Speed Data 000003587139192261331401

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 74 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Average All Services

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Basic 000002328111,506 2,200 3,011 3,938 4,864 Expanded Basic 000002257861,460 2,134 2,921 3,819 4,718 Business Basic 0000002346810 Line Maintenance Plan 000001515279791,430 1,957 2,559 3,162 HBO Digital Group 000001965120176241315389 Cinemax Digital Group 00000144990132181236292 Showtime Digital Group 00000144990132181236292 The Movie Channel Digital Group 00000124175110151197243 Starz/Encore Group 0000029101188275376492608 Flix Group 000000000000 Independent Film Channel 000000000000 Sundance Channel 000000000000 Showtime Digital Combo (Show, TMC, Flix & Sundance) 0000035122226330452591730 HBO Digital Group/Cinemax Digital Group 00000124175110151197243 Sundance, Flix, Independent Film Channel 000000000000 Digital Basic Tier with Music Choice 00000561953615287239451,167 Video on Demand Movies & Events 000002589166242331433535 Advertising Sales 000002328111,506 2,200 3,011 3,938 4,864 Open 000000000000 Open 000000000000 Open 000000000000

Commercial Basic 0000051732476585105 Commercial HBO 000001369131721 Commercial Pay Per View 000000000000

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 75 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Average All Services (Cont.)

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Standard High Speed Data - Level 1 00000620396086117151 Silver High Speed Data - Level 2 000001452101156223304392 Gold & Platnimum High Speed Data - Level 3 00000103874113162221284 Total 0000030110214329471642827

Standard Business High Speed Data - Level 1 0000002356810 Standard Business High Speed Data - Level 2 000001369131721 Business Plus High Speed Data - Level 1 0000015914192531 Business Plus High Speed Data - Level 2 00000271318253341 Business Elite High Speed Data - Level 1 00000281623314151 Business Elite High Speed Data - Level 2 000003101928384961 Direct Business High Speed Data - Level 1 000003122232445771 Direct Business High Speed Data - Level 2 000004142537506681 Total 000001761113166227296366

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 1 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Bond Compliance Flow of Funds

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Customer Revenues Video $326,852 $379,149 $431,445 $483,741 $536,038 $570,684 $579,182 $579,472 $580,051 $580,631 $581,212 $581,793 Residential High Speed Data $59,788 $71,943 $84,750 $98,205 $112,304 $118,996 $124,898 $132,294 $139,613 $146,904 $154,166 $161,400 Commerial Video and High Speed Data $186,818 $203,954 $221,090 $238,226 $255,362 $212,906 $189,782 $190,760 $190,950 $191,141 $191,333 $191,524 Telecommunications $282,420 $327,292 $372,333 $417,142 $462,145 $491,981 $499,114 $499,401 $499,850 $500,408 $500,943 $501,327

Total Customer Operating Revenues $855,878 $982,338 $1,109,618 $1,237,314 $1,365,849 $1,394,567 $1,392,976 $1,401,926 $1,410,465 $1,419,085 $1,427,654 $1,436,044

Customer Operating Expenses Video $320,769 $347,088 $374,963 $402,822 $436,895 $454,908 $459,190 $459,304 $459,565 $459,829 $460,093 $527,856 Residential High Speed Data $28,234 $31,313 $34,145 $37,548 $40,668 $43,490 $45,773 $53,438 $55,582 $57,212 $59,368 $61,536 Commerial Video and High Speed Data $23,345 $26,358 $30,194 $33,173 $36,142 $38,269 $38,370 $38,096 $37,849 $37,617 $37,397 $37,189 Telecommunications $121,619 $145,931 $156,172 $163,902 $181,554 $175,925 $169,001 $169,291 $169,408 $169,539 $169,656 $169,762

Total Customer Operating Expenses $493,968 $550,690 $595,474 $637,444 $695,260 $712,592 $712,333 $720,128 $722,405 $724,197 $726,514 $796,343

Net Revenues Before Other Resolution Income & Expenses Video $6,083 $32,060 $56,482 $80,920 $99,142 $115,776 $119,992 $120,168 $120,486 $120,803 $121,119 $53,938 Residential High Speed Data $31,554 $40,631 $50,604 $60,657 $71,636 $75,506 $79,126 $78,856 $84,031 $89,692 $94,798 $99,864 Commerial Video and High Speed Data $163,473 $177,597 $190,896 $205,053 $219,220 $174,636 $151,412 $152,664 $153,101 $153,525 $153,936 $154,335 Telecommunications $160,801 $181,361 $216,161 $253,240 $280,591 $316,056 $330,113 $330,110 $330,442 $330,869 $331,288 $331,565

Total Net Revenues Before Other O&M Under Resolution $361,910 $431,649 $514,144 $599,870 $670,590 $681,975 $680,643 $681,798 $688,060 $694,889 $701,141 $639,701

Other Income & Expenses Interest Earned $34,907 $28,348 $23,654 $19,160 $14,764 $10,317 $9,376 $8,332 $9,051 $9,831 $10,621 $11,420 Other O&M Expenses Under Resolution $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

Net Revenues As Defined By Resolution $396,817 $459,996 $537,798 $619,030 $685,354 $692,292 $690,019 $690,130 $697,111 $704,720 $711,762 $651,121

Uses of Net Revenue Debt Service (Defined as Principal and Interest) $1,492,688 $0 $0 $0 $0 $0 $1,492,688 $0 $0 $0 $0 $0 Utility Plant Improvement Fund $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Fund Transfer $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

Net Available for Flow of Funds ($1,095,871) $459,996 $537,798 $619,030 $685,354 $692,292 ($802,668) $690,130 $697,111 $704,720 $711,762 $651,121

Debt Service Coverage 0.27 0.00 0.00 0.00 0.00 0.00 0.46 0.00 0.00 0.00 0.00 0.00

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 2 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Customer Summary

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Homes Passed by Service Area Tri-Cities, Illinois 17,372 19,945 22,519 25,093 27,666 28,503 28,503 28,531 28,560 28,588 28,617 28,645 Phase II Service Area 000000000000 Phase III Service Area 000000000000 Total 17,372 19,945 22,519 25,093 27,666 28,503 28,503 28,531 28,560 28,588 28,617 28,645

Total Video Customers by Service Area Tri-Cities, Illinois 6,254 7,180 8,107 9,033 9,960 10,261 10,261 10,271 10,281 10,292 10,302 10,312 Phase II Service Area 000000000000 Phase III Service Area 000000000000 Total 6,254 7,180 8,107 9,033 9,960 10,261 10,261 10,271 10,281 10,292 10,302 10,312 Video Customers to Homes Passed 36.0% 36.0% 36.0% 36.0% 36.0% 36.0% 36.0% 36.0% 36.0% 36.0% 36.0% 36.0%

Total Residential Data Customers Total 1,175 1,442 1,723 2,019 2,329 2,541 2,704 2,867 3,030 3,192 3,353 3,514 Residential Data Customer to Homes Passed 6.8% 7.2% 7.7% 8.0% 8.4% 8.9% 9.5% 10.0% 10.6% 11.2% 11.7% 12.3%

Residential Telephone Customers in Service Residential Households 1,216 1,396 1,576 1,756 1,937 1,995 1,995 1,997 1,999 2,001 2,003 2,005 Multiple Dwelling Units 87 100 113 125 138 143 143 143 143 143 143 143 Total Residential Telephone Customers in Service 1,303 1,496 1,689 1,882 2,075 2,138 2,138 2,140 2,142 2,144 2,146 2,148 Residential Telephone Customers to Homes Passed 7.5% 7.5% 7.5% 7.5% 7.5% 7.5% 7.5% 7.5% 7.5% 7.5% 7.5% 7.5%

Commercial Customers Passed Tri-Cities, Illinois 2,689 3,088 3,486 3,884 4,283 4,412 4,412 4,417 4,421 4,426 4,430 4,434 Phase II Service Area 000000000000 Phase III Service Area 000000000000 End Commercial Units Passed 2,689 3,088 3,486 3,884 4,283 4,412 4,412 4,417 4,421 4,426 4,430 4,434

Commercial Data Customers Total 436 506 575 645 715 761 772 773 773 774 775 776 Commercial Data Customer to Units Passed 16.2% 16.4% 16.5% 16.6% 16.7% 17.2% 17.5% 17.5% 17.5% 17.5% 17.5% 17.5%

Commercial Telephone Customers in Service Small Business A 134 154 174 194 214 221 221 221 221 221 221 222 Small Business B 101 116 131 146 161 165 165 166 166 166 166 166 Large Entities 67 77 87 97 107 110 110 110 111 111 111 111 Total 303 347 392 437 482 496 496 497 497 498 498 499 Commercial Telephone Customers to Units Passed 11.3% 11.3% 11.3% 11.3% 11.3% 11.3% 11.3% 11.3% 11.3% 11.3% 11.3% 11.3%

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 3 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Summary (Cont.)

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Average Video Customers by Service Area Tri-Cities, Illinois 5,791 6,717 7,644 8,570 9,497 10,110 10,261 10,266 10,276 10,287 10,297 10,307 Phase II Service Area 000000000000 Phase III Service Area 000000000000 Total Average Video Customers 5,791 6,717 7,644 8,570 9,497 10,110 10,261 10,266 10,276 10,287 10,297 10,307

Average Video Customers Percentage by Service Area Tri-Cities, Illinois 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% Phase II Service Area 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Phase III Service Area 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Total Average Video Customers to Homes Passed 36.00% 36.00% 36.00% 36.00% 36.00% 36.00% 36.00% 36.00% 36.00% 36.00% 36.00% 36.00%

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 5 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Summary (Cont.)

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Total Plant Miles by Service Area Tri-Cities, Illinois 270.00 310.00 350.00 390.00 430.00 443.00 443.00 443.44 443.89 444.33 444.77 445.22 Phase II Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase III Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Total Plant Miles 270.00 310.00 350.00 390.00 430.00 443.00 443.00 443.44 443.89 444.33 444.77 445.22

Plant Miles % Per Service Area Tri-Cities, Illinois 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% Phase II Service Area 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Phase III Service Area 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 13 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Telecommunications Customer Assumptions (Cont.)

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Lines Sold Residential Households 216 216 217 216 216 70032232 Multiple Dwelling Units 15 16 15 16 155000100 Small Business A 80 80 79 80 80 25011111 Small Business B 149 150 149 150 149 49012212 Large Entities 249 249 249 249 249 81023332 Grand Total Lines Sold 709 711 709 711 709 230078987

Lines in Service (EOP) Residential Households 1,459 1,675 1,892 2,108 2,324 2,394 2,394 2,397 2,399 2,401 2,404 2,406 Multiple Dwelling Units 104 120 135 151 166 171 171 171 171 172 172 172 Small Business A 538 618 697 777 857 882 882 883 884 885 886 887 Small Business B 1,008 1,158 1,307 1,457 1,606 1,655 1,655 1,656 1,658 1,660 1,661 1,663 Large Entities 1,681 1,930 2,179 2,428 2,677 2,758 2,758 2,760 2,763 2,766 2,769 2,771 Grand Total Lines In Service EOP 4,790 5,501 6,210 6,921 7,630 7,860 7,860 7,867 7,875 7,884 7,892 7,899

Average Lines Residential Households 1,351 1,567 1,784 2,000 2,216 2,359 2,394 2,396 2,398 2,400 2,403 2,405 Multiple Dwelling Units 97 112 128 143 159 169 171 171 171 172 172 172 Small Business A 498 578 658 737 817 870 882 883 884 885 886 887 Small Business B 934 1,083 1,233 1,382 1,532 1,631 1,655 1,656 1,657 1,659 1,661 1,662 Large Entities 1,557 1,806 2,055 2,304 2,553 2,718 2,758 2,759 2,762 2,765 2,768 2,770 Grand Total Average Lines In Service 4,437 5,146 5,858 6,566 7,277 7,747 7,860 7,865 7,872 7,881 7,890 7,896

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 4 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Summary (Cont.)

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Commercial Customers Passed Begin Commercial Units Passed 2,291 2,689 3,088 3,486 3,884 4,283 4,412 4,412 4,417 4,421 4,426 4,430 Tri-Cities, Illinois 2,689 3,088 3,486 3,884 4,283 4,412 4,412 4,417 4,421 4,426 4,430 4,434 Phase II Service Area 000000000000 Phase III Service Area 000000000000 End Commercial Units Passed 2,689 3,088 3,486 3,884 4,283 4,412 4,412 4,417 4,421 4,426 4,430 4,434

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 12 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Telecommunications Customer Assumptions

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Customers Sold Residential Households 180 180 180 180 180 59022222 Multiple Dwelling Units 13 13 13 13 134000000 Small Business A 20 20 20 20 206000000 Small Business B 15 15 15 15 155000000 Large Entities 10 10 10 10 103000000 Grand Total Customers Sold 238 238 238 238 238 77033333

Customers in Service - EOP Residential Households 1,216 1,396 1,576 1,756 1,937 1,995 1,995 1,997 1,999 2,001 2,003 2,005 Multiple Dwelling Units 87 100 113 125 138 143 143 143 143 143 143 143 Small Business A 134 154 174 194 214 221 221 221 221 221 221 222 Small Business B 101 116 131 146 161 165 165 166 166 166 166 166 Large Entities 67 77 87 97 107 110 110 110 111 111 111 111 Grand Total Customers In Service EOP 1,605 1,843 2,081 2,319 2,557 2,634 2,634 2,637 2,639 2,642 2,645 2,647

Average Customers Residential Households 1,126 1,306 1,486 1,666 1,847 1,966 1,995 1,996 1,998 2,000 2,002 2,004 Multiple Dwelling Units 80 93 106 119 132 140 143 143 143 143 143 143 Small Business A 125 144 164 184 204 217 221 221 221 221 221 222 Small Business B 93 108 123 138 153 163 165 166 166 166 166 166 Large Entities 62 72 82 92 102 109 110 110 110 111 111 111 Grand Total Average Customers 1,486 1,723 1,961 2,199 2,438 2,595 2,634 2,636 2,638 2,641 2,643 2,646

Average Service Penetration Residential Households 6.48% 6.55% 6.60% 6.64% 6.68% 6.90% 7.00% 7.00% 7.00% 7.00% 7.00% 7.00% Multiple Dwelling Units 0.46% 0.47% 0.47% 0.47% 0.48% 0.49% 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% Small Business A 4.65% 4.66% 4.70% 4.74% 4.76% 4.92% 5.01% 5.00% 5.00% 4.99% 4.99% 5.01% Small Business B 3.46% 3.50% 3.53% 3.55% 3.57% 3.69% 3.74% 3.76% 3.75% 3.75% 3.75% 3.74% Large Entities 2.31% 2.33% 2.35% 2.37% 2.38% 2.47% 2.49% 2.49% 2.49% 2.51% 2.51% 2.50% Average Residential Service Penetration 6.94% 7.01% 7.07% 7.11% 7.15% 7.39% 7.50% 7.50% 7.50% 7.50% 7.50% 7.50% Average Commercial Service Penetration 10.41% 10.49% 10.59% 10.66% 10.72% 11.08% 11.24% 11.25% 11.24% 11.25% 11.24% 11.25%

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 22 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Sources and Uses

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Sources Begin Cash on Hand $27,925,259 $22,678,136 $18,923,161 $15,327,694 $11,811,165 $8,253,667 $7,500,656 $6,665,500 $7,240,833 $7,865,078 $8,496,859 $9,135,612 Paid In Capital - Broadband Service Provider $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Revenue Bond Issue Proceeds - Capital Budget $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Revenue Bond Issue Proceeds - Capitalized Interest $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Cost of Revenue Bond Financing $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Original Issue and Underwriters Discount $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Revenue Bond Financing Insurance $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Excess Revenue Bond Proceeds $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Interest Earned $34,907 $28,348 $23,654 $19,160 $14,764 $10,317 $9,376 $8,332 $9,051 $9,831 $10,621 $11,420 Utility Plant Improvement Fund $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 EBITDA $361,910 $431,649 $514,144 $599,870 $670,590 $681,975 $680,643 $681,798 $688,060 $694,889 $701,141 $639,701 Total Sources $28,322,076 $23,138,132 $19,460,959 $15,946,723 $12,496,519 $8,945,959 $8,190,675 $7,355,630 $7,937,945 $8,569,798 $9,208,621 $9,786,733

Uses Capital Expenditures $4,151,253 $4,214,971 $4,133,265 $4,135,558 $4,242,852 $1,445,303 $32,488 $114,796 $72,867 $72,938 $73,010 $75,181 Operating Loss $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Revenue Bond Issue Interest $1,492,688 $0 $0 $0 $0 $0 $1,492,688 $0 $0 $0 $0 $0 Revenue Bond Principal Reduction $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Cost of Revenue Bond Financing $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Original Issue and Underwriters Discount $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Revenue Bond Financing Insurance $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Reimbursement - Broadband Service Provider $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Utility Plant Improvement Fund $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Property Tax Expense $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Fund Transfer $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Uses $5,643,940 $4,214,971 $4,133,265 $4,135,558 $4,242,852 $1,445,303 $1,525,175 $114,796 $72,867 $72,938 $73,010 $75,181

End Cash on Hand $22,678,136 $18,923,161 $15,327,694 $11,811,165 $8,253,667 $7,500,656 $6,665,500 $7,240,833 $7,865,078 $8,496,859 $9,135,612 $9,711,552

Total Amount of Revenue Bond Financing: $62,850,000

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 20 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Cash Flow Statement

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Video Services Revenue $326,852 $379,149 $431,445 $483,741 $536,038 $570,684 $579,182 $579,472 $580,051 $580,631 $581,212 $581,793 Video Services Operating Expenses $320,769 $347,088 $374,963 $402,822 $436,895 $454,908 $459,190 $459,304 $459,565 $459,829 $460,093 $527,856 Video Services Customer Cash Flow $6,083 $32,060 $56,482 $80,920 $99,142 $115,776 $119,992 $120,168 $120,486 $120,803 $121,119 $53,938

Residential High Speed Data Revenue $59,788 $71,943 $84,750 $98,205 $112,304 $118,996 $124,898 $132,294 $139,613 $146,904 $154,166 $161,400 Residential High Speed Data Expense $28,234 $31,313 $34,145 $37,548 $40,668 $43,490 $45,773 $53,438 $55,582 $57,212 $59,368 $61,536 Residential High Speed Data Cash Flow $31,554 $40,631 $50,604 $60,657 $71,636 $75,506 $79,126 $78,856 $84,031 $89,692 $94,798 $99,864

Commercial Video and High Speed Data Revenue $186,818 $203,954 $221,090 $238,226 $255,362 $212,906 $189,782 $190,760 $190,950 $191,141 $191,333 $191,524 Commercial Video and High Speed Data Operating Exp. $23,345 $26,358 $30,194 $33,173 $36,142 $38,269 $38,370 $38,096 $37,849 $37,617 $37,397 $37,189 Commercial Cash Flow $163,473 $177,597 $190,896 $205,053 $219,220 $174,636 $151,412 $152,664 $153,101 $153,525 $153,936 $154,335

Telecommunications Revenue $282,420 $327,292 $372,333 $417,142 $462,145 $491,981 $499,114 $499,401 $499,850 $500,408 $500,943 $501,327 Telecommunications Expenses $121,619 $145,931 $156,172 $163,902 $181,554 $175,925 $169,001 $169,291 $169,408 $169,539 $169,656 $169,762 Telecommunications Cash Flow $160,801 $181,361 $216,161 $253,240 $280,591 $316,056 $330,113 $330,110 $330,442 $330,869 $331,288 $331,565

Total Revenue $855,878 $982,338 $1,109,618 $1,237,314 $1,365,849 $1,394,567 $1,392,976 $1,401,926 $1,410,465 $1,419,085 $1,427,654 $1,436,044 Total Operating Expense $493,968 $550,690 $595,474 $637,444 $695,260 $712,592 $712,333 $720,128 $722,405 $724,197 $726,514 $796,343 EBITDA $361,910 $431,649 $514,144 $599,870 $670,590 $681,975 $680,643 $681,798 $688,060 $694,889 $701,141 $639,701

Interest Earned $34,907 $28,348 $23,654 $19,160 $14,764 $10,317 $9,376 $8,332 $9,051 $9,831 $10,621 $11,420

Municipal Bond - Interest $1,492,688 $0 $0 $0 $0 $0 $1,492,688 $0 $0 $0 $0 $0 Municipal Bond - Principal $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Municipal Bond - Total $1,492,688 $0 $0 $0 $0 $0 $1,492,688 $0 $0 $0 $0 $0

Net Operating Cash Flow ($1,095,871) $459,996 $537,798 $619,030 $685,354 $692,292 ($802,668) $690,130 $697,111 $704,720 $711,762 $651,121 Cummulative Cash Flow ($1,907,425) ($1,447,429) ($909,631) ($290,601) $394,753 $1,087,044 $284,376 $974,506 $1,671,618 $2,376,338 $3,088,100 $3,739,221

Operating Expense Ratio 98% 92% 87% 83% 82% 80% 79% 79% 79% 79% 79% 91% Operating Income Ratio 2% 8% 13% 17% 18% 20% 21% 21% 21% 21% 21% 9%

Debt Service Coverage Ratio 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Rate of Return on Depreciated Assets 1.12% 1.16% 1.24% 1.31% 1.34% 1.32% 1.32% 1.33% 1.35% 1.37% 1.39% 1.28% Outstanding Debt Ratio to Assets 0.93 0.93 0.93 0.94 0.95 0.95 0.94 0.94 0.95 0.95 0.96 0.97

Cable Services Percentage of Total Revenue 67% 67% 66% 66% 66% 65% 64% 64% 65% 65% 65% 65% Telecom Services Percentage of Total Revenue 33% 33% 34% 34% 34% 35% 36% 36% 35% 35% 35% 35%

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 19 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Income Statement

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Subscriber Revenue $855,878 $982,338 $1,109,618 $1,237,314 $1,365,849 $1,394,567 $1,392,976 $1,401,926 $1,410,465 $1,419,085 $1,427,654 $1,436,044 Interest Earned $34,907 $28,348 $23,654 $19,160 $14,764 $10,317 $9,376 $8,332 $9,051 $9,831 $10,621 $11,420 Total Revenue $890,785 $1,010,686 $1,133,272 $1,256,474 $1,380,613 $1,404,884 $1,402,352 $1,410,258 $1,419,516 $1,428,917 $1,438,275 $1,447,464

Operating Expenses $493,968 $550,690 $595,474 $637,444 $695,260 $712,592 $712,333 $720,128 $722,405 $724,197 $726,514 $796,343 Depreciation Expense $203,459 $226,875 $249,838 $272,813 $296,384 $304,414 $304,594 $305,232 $305,637 $306,042 $306,448 $306,865 Property Tax Expense $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Operating Income $193,358 $233,121 $287,960 $346,217 $388,969 $387,878 $385,425 $384,898 $391,475 $398,678 $405,314 $344,256

Interest Expense $1,492,688 $0 $0 $0 $0 $0 $1,492,688 $0 $0 $0 $0 $0

Net Income ($1,299,329) $233,121 $287,960 $346,217 $388,969 $387,878 ($1,107,263) $384,898 $391,475 $398,678 $405,314 $344,256

Fund Transfer $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

Net Income After Fund Transfer ($1,299,329) $233,121 $287,960 $346,217 $388,969 $387,878 ($1,107,263) $384,898 $391,475 $398,678 $405,314 $344,256

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 21 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Additional Information

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Total Capital Expenditures $4,151,253 $4,214,971 $4,133,265 $4,135,558 $4,242,852 $1,445,303 $32,488 $114,796 $72,867 $72,938 $73,010 $75,181 Total Capital Expenditures to Date $36,622,546 $40,837,517 $44,970,782 $49,106,340 $53,349,192 $54,794,495 $54,826,983 $54,941,780 $55,014,647 $55,087,585 $55,160,595 $55,235,776 Total Capital Expenditures Per Video Customer $6,296 $6,052 $5,857 $5,704 $5,592 $5,395 $5,319 $5,327 $5,329 $5,331 $5,333 $5,335

Total Residential Plant Cost $4,151,253 $4,214,971 $4,133,265 $4,135,558 $4,242,852 $1,445,303 $32,488 $114,796 $72,867 $72,938 $73,010 $75,181 Total Residential Plant Cost to Date $36,622,546 $40,837,517 $44,970,782 $49,106,340 $53,349,192 $54,794,495 $54,826,983 $54,941,780 $55,014,647 $55,087,585 $55,160,595 $55,235,776

Total Plant Cost $4,151,253 $4,214,971 $4,133,265 $4,135,558 $4,242,852 $1,445,303 $32,488 $114,796 $72,867 $72,938 $73,010 $75,181 Total Plant Cost to Date $36,622,546 $40,837,517 $44,970,782 $49,106,340 $53,349,192 $54,794,495 $54,826,983 $54,941,780 $55,014,647 $55,087,585 $55,160,595 $55,235,776

Total Cost Per Residential Plant Mile $135,639 $131,734 $128,488 $125,914 $124,068 $123,690 $123,763 $123,898 $123,939 $123,979 $124,019 $124,064 Total Plant Cost Per Home Passed $2,108 $2,047 $1,997 $1,957 $1,928 $1,922 $1,924 $1,926 $1,926 $1,927 $1,928 $1,928 Total Plant Cost Per Customer $5,856 $5,687 $5,547 $5,436 $5,356 $5,340 $5,343 $5,349 $5,351 $5,353 $5,354 $5,356

Paid In Capital $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Paid in Capital $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000

Total Debt $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 EBITDA to Debt Multiple 173.66 145.60 122.24 104.77 93.72 92.16 92.34 92.18 91.34 90.45 89.64 98.25 Debt Per Customer $10,804 $9,314 $8,185 $7,300 $6,588 $6,188 $6,097 $6,094 $6,088 $6,082 $6,076 $6,070 Accumulated Depreciation $1,067,469 $1,294,344 $1,544,181 $1,816,994 $2,113,379 $2,417,793 $2,722,387 $3,027,619 $3,333,256 $3,639,298 $3,945,746 $4,252,611 Depreciable Plant in Service and Inventory $35,555,077 $39,543,174 $43,426,601 $47,289,346 $51,235,813 $52,376,703 $52,104,596 $51,914,160 $51,681,391 $51,448,287 $51,214,849 $50,983,164

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 24 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Variables and Valuation

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Equity Additions $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Equity $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000

Debt Additions $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Municipal Bond Debt Before Principal Reduction $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 Municipal Bond Debt Reductions $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Municipal Bond Debt $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000

Municipal Bonds Available $27,925,259 $22,678,136 $18,923,161 $15,327,694 $11,811,165 $8,253,667 $7,500,656 $6,665,500 $7,240,833 $7,865,078 $8,496,859 $9,135,612 Municipal Bond Draw $5,247,123 $3,754,975 $3,595,467 $3,516,529 $3,557,498 $753,011 $835,156 ($575,334) ($624,244) ($631,782) ($638,752) ($575,940) Cash on Hand $22,678,136 $18,923,161 $15,327,694 $11,811,165 $8,253,667 $7,500,656 $6,665,500 $7,240,833 $7,865,078 $8,496,859 $9,135,612 $9,711,552

Loans From Shareholders $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Preferred Stock $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Current Liabilities $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

Valuation Equity $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 Senior Debt $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 Sub Debt $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Loans From Shareholders $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Preferred Stock $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Current Liabilities $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Liabilities $62,950,000 $62,950,000 $62,950,000 $62,950,000 $62,950,000 $62,950,000 $62,950,000 $62,950,000 $62,950,000 $62,950,000 $62,950,000 $62,950,000

EBITDA $361,910 $431,649 $514,144 $599,870 $670,590 $681,975 $680,643 $681,798 $688,060 $694,889 $701,141 $639,701

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 25 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Variables and Valuation (Cont.)

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Sale Price @ a Multiple of: 8 $2,895,282 $3,453,190 $4,113,151 $4,798,959 $5,364,719 $5,455,798 $5,445,146 $5,454,388 $5,504,484 $5,559,111 $5,609,126 $5,117,612 End Cash $22,678,136 $18,923,161 $15,327,694 $11,811,165 $8,253,667 $7,500,656 $6,665,500 $7,240,833 $7,865,078 $8,496,859 $9,135,612 $9,711,552 Gross Profit ($37,376,582) ($40,573,649) ($43,509,155) ($46,339,876) ($49,331,614) ($49,993,546) ($50,839,355) ($50,254,779) ($49,580,439) ($48,894,030) ($48,205,262) ($48,120,836) Return on Equity 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% Annual Rate of Return 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% Return on Assets -63.3% -68.4% -73.0% -77.3% -81.7% -82.3% -85.3% -83.7% -82.1% -80.4% -78.8% -78.2% Annual Rate of Return on Depreciated Assets 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%

Total Video Customers 5,817 6,748 7,679 8,609 9,540 10,157 10,308 10,313 10,323 10,334 10,344 10,354 Sales Price Per Video Customer $498 $512 $536 $557 $562 $537 $528 $529 $533 $538 $542 $494 Total Cost Per Video Customer $10,822 $9,329 $8,198 $7,312 $6,599 $6,198 $6,107 $6,104 $6,098 $6,092 $6,086 $6,080 Profit (Loss) Per Video Customer ($10,324) ($8,817) ($7,663) ($6,754) ($6,036) ($5,661) ($5,579) ($5,575) ($5,565) ($5,554) ($5,543) ($5,585)

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 23 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Balance Sheet Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

ASSETS Current Assets Cash and cash equivalents $22,678,136 $18,923,161 $15,327,694 $11,811,165 $8,253,667 $7,500,656 $6,665,500 $7,240,833 $7,865,078 $8,496,859 $9,135,612 $9,711,552 Short Term Investments $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Receivable, Net $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Inventories, Net $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Other Current Assets $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Current Assets $22,678,136 $18,923,161 $15,327,694 $11,811,165 $8,253,667 $7,500,656 $6,665,500 $7,240,833 $7,865,078 $8,496,859 $9,135,612 $9,711,552 Fixed Assets Land and Buildings $31,500 $31,500 $31,500 $31,500 $31,500 $31,500 $31,500 $31,500 $31,500 $31,500 $31,500 $31,500 Leasehold Improvements $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Towers, Earth Stations and Headend Equipment $6,761,903 $6,761,903 $6,761,903 $6,761,903 $6,761,903 $6,839,878 $6,839,878 $6,839,878 $6,839,878 $6,839,878 $6,839,878 $6,839,878 Distribution Plant and Subscriber Drops $16,558,644 $18,968,986 $21,379,328 $23,789,670 $26,200,012 $26,983,373 $26,983,373 $27,010,067 $27,036,788 $27,063,536 $27,090,311 $27,117,113 Customer Premise Equipment $9,776,247 $11,233,046 $12,691,235 $14,150,815 $15,611,784 $16,097,137 $16,112,531 $16,143,955 $16,175,411 $16,206,898 $16,238,416 $16,269,967 Computer Equipment and Software $200,000 $200,000 $200,000 $200,000 $200,000 $200,000 $205,000 $205,000 $205,000 $205,000 $205,000 $205,000 Vehicles, Machines, Mobile Comm. and Other Equipment $700,000 $770,000 $770,000 $770,000 $840,000 $840,000 $840,000 $875,000 $875,000 $875,000 $875,000 $875,000 Test Equipment and Special Tools $230,000 $240,000 $240,000 $240,000 $270,000 $270,000 $270,000 $275,000 $275,000 $275,000 $275,000 $277,000 Furniture, Fixtures and Other Equipment $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Other Equipment $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Other Assets $2,364,252 $2,632,082 $2,896,816 $3,162,453 $3,433,993 $3,532,608 $3,544,701 $3,561,379 $3,576,070 $3,590,773 $3,605,489 $3,620,318 Less accumulated depreciation and amortization ($1,067,469) ($1,294,344) ($1,544,181) ($1,816,994) ($2,113,379) ($2,417,793) ($2,722,387) ($3,027,619) ($3,333,256) ($3,639,298) ($3,945,746) ($4,252,611) Total Fixed Assets $35,555,077 $39,543,174 $43,426,601 $47,289,346 $51,235,813 $52,376,703 $52,104,596 $51,914,160 $51,681,391 $51,448,287 $51,214,849 $50,983,164 Other Assets Other Assets $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Cost of Bond Financing & Insurance $1,641,893 $1,641,893 $1,641,893 $1,641,893 $1,641,893 $1,641,893 $1,641,893 $1,641,893 $1,641,893 $1,641,893 $1,641,893 $1,641,893 Total Assets $59,875,106 $60,108,228 $60,396,188 $60,742,404 $61,131,374 $61,519,252 $60,411,989 $60,796,887 $61,188,362 $61,587,040 $61,992,354 $62,336,610

LIABILITIES AND FUND EQUITY Current Liabilities Accounts Payable and accrued liabilities $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Due to other Funds $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Other Current Liabilities $0$0$0$0$0$0$0$0$0$0$0$0 Total Current Liabilities $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Long Term Debt Bonds Payable $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 Other Payables $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Long Term Debt $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 Total Liabilities $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 $62,850,000 Fund Equity Reserved Funds: $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Reserved Funds $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Unreserved Funds: $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Designated Funds $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Undesignated Funds $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Unreserved Funds $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Fund Equity ($2,974,894) ($2,741,772) ($2,453,812) ($2,107,596) ($1,718,626) ($1,330,748) ($2,438,011) ($2,053,113) ($1,661,638) ($1,262,960) ($857,646) ($513,390) Total Liabilities and Fund Equity $59,875,106 $60,108,228 $60,396,188 $60,742,404 $61,131,374 $61,519,252 $60,411,989 $60,796,887 $61,188,362 $61,587,040 $61,992,354 $62,336,610

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 17 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Key Operating Statistics - Residential

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Monthly Revenue All Services Per Video Customer Video Services $50.85 $50.85 $50.85 $50.85 $50.85 $50.85 $50.85 $50.85 $50.85 $50.85 $50.85 $50.85 High Speed Data Access Services $7.29 $7.81 $8.28 $8.72 $9.13 $9.60 $10.19 $10.83 $11.46 $12.09 $12.71 $13.33 Telecommunications Service $0.71 $0.71 $0.71 $0.71 $0.71 $0.71 $0.71 $0.71 $0.71 $0.71 $0.71 $0.71 Average Monthly Revenue All Services Per Video Customer $58.85 $59.37 $59.84 $60.28 $60.69 $61.16 $61.75 $62.39 $63.02 $63.65 $64.27 $64.89 Average Annual Revenue All Services Per Video Customer $706.26 $712.47 $718.10 $723.33 $728.27 $733.95 $741.06 $748.69 $756.25 $763.76 $771.24 $778.66 Average Monthly Revenue Per Telecommunications Customer $3.41 $3.41 $3.41 $3.41 $3.41 $3.41 $3.41 $3.41 $3.41 $3.41 $3.41 $3.41 Average Annual Revenue Per Telecommunications Customer $40.90 $40.88 $40.90 $40.89 $40.87 $40.88 $40.86 $40.87 $40.87 $40.88 $40.89 $40.88

Monthly Programming Expense Per Video Customer Basic Programming $13.62 $13.62 $13.62 $13.62 $13.62 $13.62 $13.62 $13.62 $13.62 $13.62 $13.62 $13.62 Premium Programming $5.44 $5.44 $5.44 $5.44 $5.44 $5.44 $5.44 $5.44 $5.44 $5.44 $5.44 $5.44 Pay Per View Programming $1.20 $1.20 $1.20 $1.20 $1.20 $1.20 $1.20 $1.20 $1.20 $1.20 $1.20 $1.20 Channel Guide $0.04 $0.04 $0.03 $0.03 $0.03 $0.02 $0.02 $0.02 $0.02 $0.02 $0.02 $0.02 Total Programming $20.31 $20.30 $20.30 $20.29 $20.29 $20.29 $20.29 $20.29 $20.29 $20.29 $20.29 $20.29

Monthly Operating Expense Per Video Customer Sales & Advertising Expense Per Video Customer $2.85 $2.46 $2.16 $1.93 $1.74 $1.59 $1.54 $1.54 $1.54 $1.54 $1.54 $1.54 Field & Technical $14.79 $12.89 $11.45 $10.33 $10.02 $9.44 $9.30 $9.30 $9.29 $9.28 $9.28 $12.05 General & Administrative $17.45 $16.02 $15.14 $14.46 $13.96 $13.67 $13.62 $13.61 $13.60 $13.59 $13.58 $17.33 Total Operating Expense $35.09 $31.37 $28.76 $26.71 $25.71 $24.71 $24.46 $24.45 $24.43 $24.41 $24.39 $30.92

Monthly Telecommunications Oper Exp Per Video Customer Cost of Goods Sold $0.34 $0.32 $0.31 $0.31 $0.30 $0.30 $0.30 $0.30 $0.30 $0.30 $0.30 $0.30 Facility Based $2.37 $2.64 $2.46 $2.22 $2.26 $2.13 $2.10 $2.10 $2.10 $2.09 $2.09 $2.09 Commercial & Marketing $1.25 $1.10 $0.99 $0.90 $0.83 $0.39 $0.20 $0.21 $0.21 $0.21 $0.21 $0.21 Administrative $0.23 $0.20 $0.18 $0.16 $0.14 $0.20 $0.13 $0.13 $0.13 $0.13 $0.13 $0.13 Total Telecommunications Oper Exp Per Video Customer $4.19 $4.26 $3.93 $3.58 $3.53 $3.02 $2.73 $2.73 $2.73 $2.73 $2.73 $2.73

Monthly Cash Flow Per Customer ($0.73) $3.44 $6.85 $9.69 $11.15 $13.15 $14.28 $14.92 $15.57 $16.22 $16.86 $10.95

Monthly Revenue/Expenses Per Channel Total Channels $131.00 $131.00 $131.00 $131.00 $131.00 $131.00 $131.00 $131.00 $131.00 $131.00 $131.00 $131.00 Revenue Per Sub Per Channel $0.45 $0.45 $0.46 $0.46 $0.46 $0.47 $0.47 $0.48 $0.48 $0.49 $0.49 $0.50 Programming Exp. Per Sub Per Channel $0.16 $0.15 $0.15 $0.15 $0.15 $0.15 $0.15 $0.15 $0.15 $0.15 $0.15 $0.15

Monthly Telecommunications Oper Exp Per Telecommunications Customer Cost of Goods Sold $1.61 $1.55 $1.51 $1.48 $1.45 $1.43 $1.43 $1.43 $1.43 $1.43 $1.43 $1.43 Facility Based $11.40 $12.66 $11.79 $10.64 $10.84 $10.22 $10.07 $10.07 $10.06 $10.05 $10.04 $10.04 Commercial & Marketing $5.99 $5.27 $4.73 $4.31 $3.96 $1.87 $0.96 $0.99 $0.99 $0.99 $0.99 $0.99 Administrative $1.13 $0.97 $0.85 $0.76 $0.69 $0.96 $0.64 $0.64 $0.64 $0.63 $0.63 $0.63 Total Telecommunications Oper Exp Per Telecommunications C $20.13 $20.46 $18.88 $17.19 $16.94 $14.49 $13.09 $13.12 $13.11 $13.10 $13.10 $13.09

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 18 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Key Operating Statistics - Commercial

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24 Monthly Revenue Per Customer Per Service Average Video Service Per Video Service Unit $64.58 $64.58 $64.58 $64.58 $64.58 $64.58 $64.58 $64.58 $64.58 $64.58 $64.58 $64.58 Average High Speed Data Revenue Per Data Customer $63.92 $63.92 $63.92 $63.92 $63.92 $63.92 $63.92 $63.92 $63.92 $63.92 $63.92 $63.92 Average Telecommunications Revenue Per Telecommunication $58.75 $58.89 $58.86 $58.80 $58.78 $58.74 $58.75 $58.67 $58.73 $58.68 $58.74 $58.67

Monthly Expense Per Customer Per Service Programming Expense Per Video Service Unit $2.90 $2.90 $2.90 $2.90 $2.90 $2.90 $2.90 $2.90 $2.90 $2.90 $2.90 $2.90 High Speed Data Expense Per Data Customer $1.74 $1.74 $1.74 $1.74 $1.74 $1.74 $1.74 $1.74 $1.74 $1.74 $1.74 $1.74 Telecommunications Expenses Per Telecommunications Custom $265.61 $270.73 $249.63 $227.08 $223.83 $191.20 $172.96 $173.04 $173.09 $172.80 $172.83 $172.53

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 28 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Selling & Advertising - Residential

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Salaries - Sales $5,129 $5,129 $5,129 $5,129 $5,129 $5,129 $5,129 $5,129 $5,129 $5,129 $5,129 $5,129 Sales Commissions $2,564 $2,564 $2,564 $2,564 $2,564 $2,564 $2,564 $2,564 $2,564 $2,564 $2,564 $2,564 Payroll Taxes $1,255 $1,255 $1,255 $1,255 $1,255 $1,255 $1,255 $1,255 $1,255 $1,255 $1,255 $1,255 Benefits $2,616 $2,616 $2,616 $2,616 $2,616 $2,616 $2,616 $2,616 $2,616 $2,616 $2,616 $2,616 Advertising & Promotions $2,318 $2,318 $2,318 $2,318 $2,318 $2,318 $2,318 $2,318 $2,318 $2,318 $2,318 $2,318 Direct Mail $412 $412 $412 $412 $412 $412 $412 $412 $412 $412 $412 $412 Sales Materials $470 $471 $472 $473 $475 $163 $13 $18 $18 $18 $18 $18 Support Materials $235 $236 $236 $237 $237 $82 $6 $9 $9 $9 $9 $9 Graphic Design $258 $258 $258 $258 $258 $258 $258 $258 $258 $258 $258 $258 Office Supplies/Postage $129 $129 $129 $129 $129 $129 $129 $129 $129 $129 $129 $129 Training & Seminars $206 $206 $206 $206 $206 $206 $206 $206 $206 $206 $206 $206 Travel & Entertainment $155 $155 $155 $155 $155 $155 $155 $155 $155 $155 $155 $155 Miscellaneous $773 $773 $773 $773 $773 $773 $773 $773 $773 $773 $773 $773 Total Sales & Marketing Expenses $16,517 $16,518 $16,520 $16,522 $16,524 $16,056 $15,831 $15,839 $15,839 $15,839 $15,839 $15,839 Total Sales & Marketing Expense Allocation $16,517 $16,518 $16,520 $16,522 $16,524 $16,056 $15,831 $15,839 $15,839 $15,839 $15,839 $15,839

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 41 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Sales and Marketing Variables

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24 Sales and Marketing Employees and Contractors Marketing and Sales Manager 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Sales Clerks 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50 In-House Field Representatives 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Contract Field Representatives 8.00 8.00 8.00 8.00 8.00 3.00 3.00 3.00 3.00 3.00 3.00 3.00 Total Sales and Marketing Employees and Contractors 9.50 9.50 9.50 9.50 9.50 4.50 4.50 4.50 4.50 4.50 4.50 4.50

Sales and Marketing Employees and Contractors Marketing and Sales Manager $4,077 $4,077 $4,077 $4,077 $4,077 $4,077 $4,077 $4,077 $4,077 $4,077 $4,077 $4,077 Sales Clerks $1,051 $1,051 $1,051 $1,051 $1,051 $1,051 $1,051 $1,051 $1,051 $1,051 $1,051 $1,051 In-House Field Representatives $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Contract Field Representatives $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Sales and Marketing Salary & Wages $5,129 $5,129 $5,129 $5,129 $5,129 $5,129 $5,129 $5,129 $5,129 $5,129 $5,129 $5,129

Vehicles 000000000000

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 29 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Field & Technical Expenses - Residential

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Salaries - Technical $39,398 $39,398 $39,398 $39,398 $42,273 $42,273 $42,273 $42,273 $42,273 $42,273 $42,273 $59,442 Payroll Taxes $6,426 $6,426 $6,426 $6,426 $6,895 $6,895 $6,895 $6,895 $6,895 $6,895 $6,895 $9,695 Benefits $20,093 $20,093 $20,093 $20,093 $21,559 $21,559 $21,559 $21,559 $21,559 $21,559 $21,559 $30,315 Pole Rental $2,134 $2,450 $2,766 $3,082 $3,398 $3,501 $3,501 $3,504 $3,508 $3,511 $3,515 $3,518 Plant Repairs & Maintenance $1,620 $1,860 $2,100 $2,340 $2,580 $2,658 $2,658 $2,661 $2,663 $2,666 $2,669 $2,671 Equipment Repairs & Maintenance $361 $361 $361 $361 $361 $361 $361 $361 $361 $361 $361 $361 Converter Maintenance $361 $361 $361 $361 $361 $361 $361 $361 $361 $361 $361 $361 Vehicle Expense $5,700 $5,700 $5,700 $5,700 $6,175 $6,175 $6,175 $6,175 $6,175 $6,175 $6,175 $6,175 Mobile Communications $4,635 $4,635 $4,635 $4,635 $5,021 $5,021 $5,021 $5,021 $5,021 $5,021 $5,021 $5,021 Supplies - Technical,Engineering, Drafting, etc. $206 $206 $206 $206 $206 $206 $206 $206 $206 $206 $206 $206 Training & Seminars $155 $155 $155 $155 $155 $155 $155 $155 $155 $155 $155 $155 Tools & Equipment $155 $155 $155 $155 $155 $155 $155 $155 $155 $155 $155 $155 Utilities - Power Supplies $2,700 $3,100 $3,500 $3,900 $4,300 $4,430 $4,430 $4,434 $4,439 $4,443 $4,448 $4,452 Utilities - Headend $824 $824 $824 $824 $824 $824 $824 $824 $824 $824 $824 $824 Property Damage $77 $77 $77 $77 $77 $77 $77 $77 $77 $77 $77 $77 Uniforms $300 $300 $300 $300 $325 $325 $325 $325 $325 $325 $325 $325 Office Supplies $129 $129 $129 $129 $129 $129 $129 $129 $129 $129 $129 $129 Miscellaneous $361 $361 $361 $361 $361 $361 $361 $361 $361 $361 $361 $361 Total Field & Technical Expenses $85,631 $86,587 $87,543 $88,499 $95,152 $95,463 $95,463 $95,474 $95,484 $95,495 $95,506 $124,241 Total Field & Technical Expense Allocation $85,631 $86,587 $87,543 $88,499 $95,152 $95,463 $95,463 $95,474 $95,484 $95,495 $95,506 $124,241

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 42 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Field & Technical Variables

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24 Field & Technical Employees and Contractors Technical Manager (s) 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Headend Technicians 1.50 1.50 1.50 1.50 1.50 1.50 1.50 1.50 1.50 1.50 1.50 1.50 Construction Manager/Plant Manager 1.50 1.50 1.50 1.50 1.50 1.50 1.50 1.50 1.50 1.50 1.50 1.50 Broadband Service Technicians 4.00 4.00 4.00 4.00 5.00 5.00 5.00 5.00 5.00 5.00 5.00 5.00 Telecom Service Technicians 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Installer/Service Technician 4.00 4.00 4.00 4.00 4.00 4.00 4.00 4.00 4.00 4.00 4.00 4.00 High Speed Data Technician 3.00 3.00 3.00 3.00 3.00 3.00 3.00 4.00 4.00 4.00 4.00 4.00 Contract Installers 10.00 10.00 10.00 10.00 10.00 4.00 4.00 4.00 4.00 4.00 4.00 4.00 Total Field & Technical Employees and Contractors 25.00 25.00 25.00 25.00 26.00 20.00 20.00 21.00 21.00 21.00 21.00 21.00

Field & Technical Salary & Wages Technical Manager (s) $5,579 $5,579 $5,579 $5,579 $5,579 $5,579 $5,579 $5,579 $5,579 $5,579 $5,579 $15,417 Headend Technicians $5,794 $5,794 $5,794 $5,794 $5,794 $5,794 $5,794 $5,794 $5,794 $5,794 $5,794 $13,125 Construction Manager/Plant Manager $7,081 $7,081 $7,081 $7,081 $7,081 $7,081 $7,081 $7,081 $7,081 $7,081 $7,081 $7,081 Broadband Service Technicians $11,502 $11,502 $11,502 $11,502 $14,377 $14,377 $14,377 $14,377 $14,377 $14,377 $14,377 $14,377 Telecom Service Technicians $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Installer/Service Technician $9,442 $9,442 $9,442 $9,442 $9,442 $9,442 $9,442 $9,442 $9,442 $9,442 $9,442 $9,442 High Speed Data Technician $8,369 $8,369 $8,369 $8,369 $8,369 $8,369 $8,369 $11,158 $11,158 $11,158 $11,158 $11,158 Total Field & Technical Salary & Wages $39,398 $39,398 $39,398 $39,398 $42,273 $42,273 $42,273 $42,273 $42,273 $42,273 $42,273 $59,442 High Speed Data Salary & Wages $8,369 $8,369 $8,369 $8,369 $8,369 $8,369 $8,369 $11,158 $11,158 $11,158 $11,158 $11,158

Vehicles - Field & Technical 12 12 12 12 13 13 13 13 13 13 13 13 Vehicles - Field & Technical 333333344444

Attributable Technical Salary & Wage Expenses Cable Services Salary & Wages Allocated 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% Telecom Salary & Wages Allocated to Cable Services 67.00% 66.68% 66.44% 66.29% 66.16% 64.72% 64.17% 64.38% 64.56% 64.74% 64.91% 65.09% Additional Allocation - 1 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Additional Allocation - 2 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 30 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 G & A Expenses - Residential

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Salaries & Wages $30,256 $32,402 $32,402 $32,402 $34,548 $34,548 $34,548 $34,548 $34,548 $34,548 $34,548 $57,723 Payroll Taxes $4,935 $5,285 $5,285 $5,285 $5,635 $5,635 $5,635 $5,635 $5,635 $5,635 $5,635 $9,415 Benefits $15,431 $16,525 $16,525 $16,525 $17,619 $17,619 $17,619 $17,619 $17,619 $17,619 $17,619 $29,439 Contract Labor $309 $309 $309 $309 $309 $309 $309 $309 $309 $309 $309 $309 Consulting $309 $309 $309 $309 $309 $309 $309 $309 $309 $309 $309 $309 Vehicle Expense $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Travel & Entertainment $309 $309 $309 $309 $309 $309 $309 $309 $309 $309 $309 $309 Training & Seminars $103 $103 $103 $103 $103 $103 $103 $103 $103 $103 $103 $103 Bank Charges $77 $77 $77 $77 $77 $77 $77 $77 $77 $77 $77 $77 Security $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Contributions $103 $103 $103 $103 $103 $103 $103 $103 $103 $103 $103 $103 Bad Debt $6,537 $7,583 $8,629 $9,675 $10,721 $11,414 $11,584 $11,589 $11,601 $11,613 $11,624 $11,636 Uniforms $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Insurance $2,833 $2,833 $2,833 $2,833 $2,833 $2,833 $2,833 $2,833 $2,833 $2,833 $2,833 $2,833 Utilities $670 $670 $670 $670 $670 $670 $670 $670 $670 $670 $670 $670 Postage $258 $258 $258 $258 $258 $258 $258 $258 $258 $258 $258 $258 Copyright Fees $70 $81 $92 $103 $114 $122 $124 $124 $124 $124 $124 $124 Franchise Fees $14,723 $17,079 $19,434 $21,790 $24,146 $25,706 $26,089 $26,102 $26,128 $26,155 $26,181 $26,207 FCC Regulatory Fee $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Sales Tax $17,668 $20,495 $23,321 $26,148 $28,975 $30,848 $31,307 $31,323 $31,354 $31,385 $31,417 $31,448 Billing Service $11,581 $13,434 $15,287 $17,140 $18,993 $20,221 $20,522 $20,532 $20,553 $20,573 $20,594 $20,614 Answering Service $361 $361 $361 $361 $361 $361 $361 $361 $361 $361 $361 $361 Dues & Subscriptions $103 $103 $103 $103 $103 $103 $103 $103 $103 $103 $103 $103 Rent $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Telecommunications $670 $670 $670 $670 $670 $670 $670 $670 $670 $670 $670 $670 Office Supplies $361 $361 $361 $361 $361 $361 $361 $361 $361 $361 $361 $361 Repair & Maint. $129 $129 $129 $129 $129 $129 $129 $129 $129 $129 $129 $129 Office Equipment $155 $155 $155 $155 $155 $155 $155 $155 $155 $155 $155 $155 Subs/Research $36 $36 $36 $36 $36 $36 $36 $36 $36 $36 $36 $36 Taxes & Licenses $258 $258 $258 $258 $258 $258 $258 $258 $258 $258 $258 $258 Accounting $309 $309 $309 $309 $309 $309 $309 $309 $309 $309 $309 $309 Legal $515 $515 $515 $515 $515 $515 $515 $515 $515 $515 $515 $515 Property Taxes $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Janitorial Services $155 $155 $155 $155 $155 $155 $155 $155 $155 $155 $155 $155 Computer Repair $180 $180 $180 $180 $180 $180 $180 $180 $180 $180 $180 $180 Miscellaneous $515 $515 $515 $515 $515 $515 $515 $515 $515 $515 $515 $515 Telecom Allocation ($8,885) ($13,981) ($13,931) ($13,898) ($16,937) ($16,567) ($16,426) ($16,479) ($16,526) ($16,571) ($16,616) ($16,662) Management Entity Allocation $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total G & A Expenses $101,030 $107,616 $115,758 $123,884 $132,528 $138,259 $139,715 $139,707 $139,750 $139,794 $139,840 $178,658 Total G & A Expense Allocation $101,030 $107,616 $115,758 $123,884 $132,528 $138,259 $139,715 $139,707 $139,750 $139,794 $139,840 $178,658

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 43 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 G & A Variables

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24 G & A Employees General Managers 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Office Manager 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 MIS Director 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Accountant 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50 Customer Service Representatives 5.00 6.00 6.00 6.00 7.00 7.00 7.00 7.00 7.00 7.00 7.00 7.00 Support Staff 1.50 1.50 1.50 1.50 1.50 1.50 1.50 1.50 1.50 1.50 1.50 1.50 Total G & A Employees 10.00 11.00 11.00 11.00 12.00 12.00 12.00 12.00 12.00 12.00 12.00 12.00

G & A Salary & Wages General Managers $6,438 $6,438 $6,438 $6,438 $6,438 $6,438 $6,438 $6,438 $6,438 $6,438 $6,438 $29,613 Office Manager $3,863 $3,863 $3,863 $3,863 $3,863 $3,863 $3,863 $3,863 $3,863 $3,863 $3,863 $3,863 MIS Director $4,721 $4,721 $4,721 $4,721 $4,721 $4,721 $4,721 $4,721 $4,721 $4,721 $4,721 $4,721 Accountant $1,288 $1,288 $1,288 $1,288 $1,288 $1,288 $1,288 $1,288 $1,288 $1,288 $1,288 $1,288 Customer Service Representatives $10,729 $12,875 $12,875 $12,875 $15,021 $15,021 $15,021 $15,021 $15,021 $15,021 $15,021 $15,021 Support Staff $3,219 $3,219 $3,219 $3,219 $3,219 $3,219 $3,219 $3,219 $3,219 $3,219 $3,219 $3,219 Total G & A Salary & Wages $30,256 $32,402 $32,402 $32,402 $34,548 $34,548 $34,548 $34,548 $34,548 $34,548 $34,548 $57,723

Vehicles 111111111111

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 27 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Programming & Related Exp. - Residential

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24 Limited Basic Service $3,936 $4,566 $5,196 $5,826 $6,456 $6,873 $6,975 $6,979 $6,986 $6,993 $7,000 $7,007 Standard Basic Service $74,953 $86,945 $98,938 $110,930 $122,923 $130,868 $132,816 $132,883 $133,016 $133,149 $133,282 $133,415 Pay Programming $31,504 $36,545 $41,585 $46,626 $51,667 $55,006 $55,825 $55,853 $55,909 $55,965 $56,021 $56,077 PPV Programming $6,949 $8,061 $9,172 $10,284 $11,396 $12,132 $12,313 $12,319 $12,332 $12,344 $12,356 $12,369 Guide Channels $250 $250 $250 $250 $250 $250 $250 $250 $250 $250 $250 $250 Total Programming Expense $117,592 $136,367 $155,142 $173,916 $192,691 $205,129 $208,180 $208,284 $208,492 $208,701 $208,909 $209,118

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 40 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Capital Expenditures

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Strand Mapping, Permitting, Engineering and Design $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Project Consulting $1,750 $1,750 $1,750 $1,750 $1,750 $1,750 $1,750 $1,750 $1,750 $1,750 $1,750 $1,750 Aerial Make Ready Engineering $5,841 $5,841 $5,841 $5,841 $5,841 $1,898 $0 $65 $65 $65 $65 $65 Aerial Make Ready $63,210 $63,210 $63,210 $63,210 $63,210 $20,543 $0 $700 $701 $701 $702 $703 Aerial Strand Labor $29,206 $29,206 $29,206 $29,206 $29,206 $9,492 $0 $323 $324 $324 $324 $325 Aerial Strand, Hardware & Materials $28,737 $28,737 $28,737 $28,737 $28,737 $9,339 $0 $318 $319 $319 $319 $320 Wave7 Optical Cores and Taps $941,198 $941,198 $941,198 $941,198 $941,198 $305,889 $0 $10,424 $10,434 $10,445 $10,455 $10,466 Fiber Cable $168,221 $168,221 $168,221 $168,221 $168,221 $54,672 $0 $1,863 $1,865 $1,867 $1,869 $1,871 Fiber Labor $109,824 $109,824 $109,824 $109,824 $109,824 $35,693 $0 $1,216 $1,218 $1,219 $1,220 $1,221 Underground Plant Labor $606,836 $606,836 $606,836 $606,836 $606,836 $197,222 $0 $6,721 $6,727 $6,734 $6,741 $6,748 Fiber Splicing $125,730 $125,730 $125,730 $125,730 $125,730 $40,862 $0 $1,392 $1,394 $1,395 $1,397 $1,398 Customer Premise Install Labor & Materials - Residential $274,399 $274,399 $274,399 $274,399 $274,399 $89,180 $0 $3,039 $3,042 $3,045 $3,048 $3,051 Customer Premise Install Labor & Materials - Commercial $11,325 $11,325 $11,325 $11,325 $11,325 $3,680 $0 $125 $126 $126 $126 $126 Headend Video Electronics $5,000 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Headend Building, Tower & Generator $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Digital Headend Equipment $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Headend Optoelectronics $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Hotel/Motel Rewiring - Labor & Materials $45,816 $45,816 $45,816 $45,816 $45,816 $14,890 $0 $507 $508 $508 $509 $509 Customer Premise Equipment $12,443 $12,443 $12,443 $12,443 $12,443 $4,044 $0 $138 $138 $138 $138 $138 Digital Customer Premise Equipment $275,772 $275,772 $275,772 $275,772 $275,772 $89,626 $0 $3,054 $3,057 $3,060 $3,063 $3,066 Telephone Switch & Data Equipment $0 $0 $0 $0 $0 $77,975 $0 $0 $0 $0 $0 $0 Wave7 Customer Premise - Residential $956,111 $956,111 $956,111 $956,111 $956,111 $310,736 $0 $10,589 $10,600 $10,610 $10,621 $10,631 Wave7 Customer Premise - Commercial $180,475 $180,475 $180,475 $180,475 $180,475 $58,655 $0 $1,999 $2,001 $2,003 $2,005 $2,007 High Speed Data Installation - Residential $22,590 $23,980 $25,370 $26,760 $28,150 $19,686 $15,394 $15,556 $15,571 $15,587 $15,602 $15,618 High Speed Data Installation - Commercial $8,019 $8,019 $8,019 $8,019 $8,019 $2,606 $0 $89 $89 $89 $89 $89 Office Building, Land, Studio, Furniture & Office Equipment $1,500 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Computer Equipment & Billing System Software $15,000 $0 $0 $0 $0 $0 $5,000 $0 $0 $0 $0 $0 Marketing & Sales - Video $48,178 $48,178 $48,178 $48,178 $48,178 $15,658 $0 $534 $534 $535 $535 $536 Marketing & Sales - Data $16,395 $17,189 $17,984 $18,778 $19,572 $12,383 $8,797 $8,928 $8,937 $8,945 $8,954 $8,963 Special Project Fund $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Fusion Splicer and Splicing Equipment $0 $0 $0 $0 $20,000 $0 $0 $0 $0 $0 $0 $0 Tools, Test Equipment and Spare Equipment $0 $10,000 $0 $0 $10,000 $0 $0 $5,000 $0 $0 $0 $2,000 Vehicles and Mobile Communications $0 $70,000 $0 $0 $70,000 $0 $0 $35,000 $0 $0 $0 $0 Total $3,953,574 $4,014,258 $3,936,443 $3,938,627 $4,040,811 $1,376,479 $30,941 $109,330 $69,398 $69,465 $69,533 $71,601 Contingency $197,679 $200,713 $196,822 $196,931 $202,041 $68,824 $1,547 $5,466 $3,470 $3,473 $3,477 $3,580 State Sales Tax $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Capital Expenditures $4,151,253 $4,214,971 $4,133,265 $4,135,558 $4,242,852 $1,445,303 $32,488 $114,796 $72,867 $72,938 $73,010 $75,181 Total Capital Expenditures to Date $36,622,546 $40,837,517 $44,970,782 $49,106,340 $53,349,192 $54,794,495 $54,826,983 $54,941,780 $55,014,647 $55,087,585 $55,160,595 $55,235,776

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Page: 14 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Plant Statistics

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Total Plant Miles to Construct Tri-Cities, Illinois 173.00 133.00 93.00 53.00 13.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase II Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase III Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Total Plant Miles to Construct 173.00 133.00 93.00 53.00 13.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Residential Plant Miles - Constructed Tri-Cities, Illinois 40.00 40.00 40.00 40.00 40.00 13.00 0.00 0.44 0.44 0.44 0.44 0.44 Phase II Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase III Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Total Residential Plant Miles - Constructed 40.00 40.00 40.00 40.00 40.00 13.00 0.00 0.44 0.44 0.44 0.44 0.44

Residential Plant Miles - End Tri-Cities, Illinois 270.00 310.00 350.00 390.00 430.00 443.00 443.00 443.44 443.89 444.33 444.77 445.22 Phase II Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase III Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Total Residential Plant Miles - Begin 270.00 310.00 350.00 390.00 430.00 443.00 443.00 443.44 443.89 444.33 444.77 445.22

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 15 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Plant Statistics (Cont.)

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24 Commercial Plant Miles - Begin Tri-Cities, Illinois 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase II Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase III Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Total Residential Plant Miles - Constructed 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Commercial Plant Miles - Constructed Tri-Cities, Illinois 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase II Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase III Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Total Commercial Plant Miles - Constructed 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Commercial Plant Miles - End Tri-Cities, Illinois 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase II Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase III Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Total Commercial Plant Miles - End 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Plant Miles Total Plant Miles - Begin 230.00 270.00 310.00 350.00 390.00 430.00 443.00 443.00 443.44 443.89 444.33 444.77 Total Plant Miles - Constructed 40.00 40.00 40.00 40.00 40.00 13.00 0.00 0.44 0.44 0.44 0.44 0.44 Total Plant Miles - End 270.00 310.00 350.00 390.00 430.00 443.00 443.00 443.44 443.89 444.33 444.77 445.22

Total Construction Footage 211,200 211,200 211,200 211,200 211,200 68,640 0 2,339 2,341 2,344 2,346 2,348 % of Outside Plant - Aerial 40% 40% 40% 40% 40% 40% 40% 40% 40% 40% 40% 40% % of Outside Plant - Underground 60% 60% 60% 60% 60% 60% 60% 60% 60% 60% 60% 60% Aerial Construction Footage 83,445 83,445 83,445 83,445 83,445 27,120 0 924 925 926 927 928 Underground Construction Footage 127,755 127,755 127,755 127,755 127,755 41,520 0 1,415 1,416 1,418 1,419 1,421

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 16 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Homes and Customers Per Mile

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Residential Homes Passed Per Mile Tri-Cities, Illinois 64.34 64.34 64.34 64.34 64.34 64.34 64.34 64.34 64.34 64.34 64.34 64.34 Phase II Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase III Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Average Homes Passed Per Mile 64.34 64.34 64.34 64.34 64.34 64.34 64.34 64.34 64.34 64.34 64.34 64.34

Customers Per Mile 23.16 23.16 23.16 23.16 23.16 23.16 23.16 23.16 23.16 23.16 23.16 23.16

Commercial Units Passed Per Mile Tri-Cities, Illinois 9.96 9.96 9.96 9.96 9.96 9.96 9.96 9.96 9.96 9.96 9.96 9.96 Phase II Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Phase III Service Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Active Commercial Units Pass/Mile 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50 0.50

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 6 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Homes Passed - Customers

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Add Serviceable Homes Passed Total & by Franchise Area Begin Homes Passed 14,798 17,372 19,945 22,519 25,093 27,666 28,503 28,503 28,531 28,560 28,588 28,617 Tri-Cities, Illinois 2,574 2,574 2,574 2,574 2,574 836 0 29 29 29 29 29 Phase II Service Area 000000000000 Phase III Service Area 000000000000 Total Add Serviceable Homes Passed 2,574 2,574 2,574 2,574 2,574 836 0 29 29 29 29 29 End Homes Passed 17,372 19,945 22,519 25,093 27,666 28,503 28,503 28,531 28,560 28,588 28,617 28,645

Total Potenial Homes Passed by Franchise Area Tri-Cities, Illinois 17,372 19,945 22,519 25,093 27,666 28,503 28,503 28,531 28,560 28,588 28,617 28,645 Phase II Service Area 000000000000 Phase III Service Area 000000000000 End Homes Passed 17,372 19,945 22,519 25,093 27,666 28,503 28,503 28,531 28,560 28,588 28,617 28,645

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 7 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Homes Passed - Customers (Cont.)

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

End Customers by Franchise Area Tri-Cities, Illinois 6,254 7,180 8,107 9,033 9,960 10,261 10,261 10,271 10,281 10,292 10,302 10,312 Phase II Service Area 000000000000 Phase III Service Area 000000000000 Total Customers 6,254 7,180 8,107 9,033 9,960 10,261 10,261 10,271 10,281 10,292 10,302 10,312

Average Customers by Franchise Area Tri-Cities, Illinois 5,791 6,717 7,644 8,570 9,497 10,110 10,261 10,266 10,276 10,287 10,297 10,307 Phase II Service Area 000000000000 Phase III Service Area 000000000000 Total Average Customers 5,791 6,717 7,644 8,570 9,497 10,110 10,261 10,266 10,276 10,287 10,297 10,307

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 8 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Homes Passed - Customers (Cont.)

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Average Customers Percentage by Franchise Area Tri-Cities, Illinois 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% Phase II Service Area 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Phase III Service Area 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

New Plant Extensions Homes Constructed Tri-Cities, Illinois 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% Phase II Service Area 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% Phase III Service Area 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% Video Service Penetration - New Construction All 36.0% 36.0% 36.0% 36.0% 36.0% 36.0% 36.0% 36.0% 36.0% 36.0% 36.0% 36.0%

Video Service Penetration - Overall 36.0% 36.0% 36.0% 36.0% 36.0% 36.0% 36.0% 36.0% 36.0% 36.0% 36.0% 36.0%

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 9 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Homes Passed - Customers (Cont.)

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

New Construction Video Service Installs Tri-Cities, Illinois 926 926 926 926 926 301 0 10 10 10 10 10 Phase II Service Area 000000000000 Phase III Service Area 000000000000 Total New Construction Video Service Installs 926 926 926 926 926 301 0 10 10 10 10 10

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 10 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Homes Passed - Customers (Cont.)

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Video Services Reconnects Tri-Cities, Illinois 131618202325262626262626 Phase II Service Area 000000000000 Phase III Service Area 000000000000 Total Basic Video Service Reconnects 13 16 18 20 23 25 26 26 26 26 26 26

Video Services Disconnects Tri-Cities, Illinois 131618202325262626262626 Phase II Service Area 000000000000 Phase III Service Area 000000000000 Total Basic Video Service Disconnects 13 16 18 20 23 25 26 26 26 26 26 26

Video Service Customers Begin Basic Video Service Customers 5,327 6,254 7,180 8,107 9,033 9,960 10,261 10,261 10,271 10,281 10,292 10,302 Net Add Basic Video Service Customers 926 926 926 926 926 301 0 10 10 10 10 10 End Basic Video Service Customers 6,254 7,180 8,107 9,033 9,960 10,261 10,261 10,271 10,281 10,292 10,302 10,312 Average Basic Video Service Customers 5,791 6,717 7,644 8,570 9,497 10,110 10,261 10,266 10,276 10,287 10,297 10,307 7,644 8,570 9,497 10,110 10,261 10,266 10,276 10,287 10,297 10,307

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 11 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Homes Passed - Customers (Cont.)

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

High Speed Data Customers Begin High Speed Data Customers 923 1,175 1,442 1,723 2,019 2,329 2,541 2,704 2,867 3,030 3,192 3,353 Add High Speed Data Customers 258 274 290 306 322 225 176 178 178 178 178 178 High Speed Data Disconnects 6 7 9 10 12 13 14 14 15 16 17 18 End High Speed Data Customers 1,175 1,442 1,723 2,019 2,329 2,541 2,704 2,867 3,030 3,192 3,353 3,514 Average High Speed Data Customers 1,049 1,309 1,583 1,871 2,174 2,435 2,622 2,785 2,948 3,111 3,273 3,434 High Speed Data Penetration to Homes Passed 6.77% 7.23% 7.65% 8.05% 8.42% 8.92% 9.49% 10.05% 10.61% 11.16% 11.72% 12.27% High Speed Data Penetration to Subscribers 18.79% 20.08% 21.26% 22.35% 23.38% 24.77% 26.35% 27.91% 29.47% 31.01% 32.55% 34.08%

Commercial Customers Passed Begin Commercial Units Passed 2,291 2,689 3,088 3,486 3,884 4,283 4,412 4,412 4,417 4,421 4,426 4,430 Tri-Cities, Illinois 398398398398398129044444 Phase II Service Area 000000000000 Phase III Service Area 000000000000 End Commercial Units Passed 2,689 3,088 3,486 3,884 4,283 4,412 4,412 4,417 4,421 4,426 4,430 4,434 Total Add Commercial Unites Passed 398 398 398 398 398 129044444

Video Service Penetration - Commercial Units 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% Begin Commercial Unit Video Customers 115 134 154 174 194 214 221 221 221 221 221 221 Commercial Units Video Added Customers 20 20 20 20 206000000 Ending Commercial Video Units Customers 134 154 174 194 214 221 221 221 221 221 221 222 Average Commercial Video Units 125 144 164 184 204 217 221 221 221 221 221 222 Average Commercial Video Penetration to Units Passed 4.6% 4.7% 4.7% 4.7% 4.8% 4.9% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% Average FCC Equivalent Commercial Units 26 31 35 39 43 46 47 47 47 47 47 47

Total Average Equivalent Video Customers 5,817 6,748 7,679 8,609 9,540 10,157 10,308 10,313 10,323 10,334 10,344 10,354

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 46 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Service Penetration

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Basic 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% Expanded Basic 97.00% 97.00% 97.00% 97.00% 97.00% 97.00% 97.00% 97.00% 97.00% 97.00% 97.00% 97.00% Business Basic 0.20% 0.20% 0.20% 0.20% 0.20% 0.20% 0.20% 0.20% 0.20% 0.20% 0.20% 0.20% Line Maintenance Plan 65.00% 65.00% 65.00% 65.00% 65.00% 65.00% 65.00% 65.00% 65.00% 65.00% 65.00% 65.00% Set Top with Remote 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% Additional Digital Converter 7.00% 7.00% 7.00% 7.00% 7.00% 7.00% 7.00% 7.00% 7.00% 7.00% 7.00% 7.00% HBO Analog Only 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% HBO Digital Group 8.00% 8.00% 8.00% 8.00% 8.00% 8.00% 8.00% 8.00% 8.00% 8.00% 8.00% 8.00% Cinemax Digital Group 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% Showtime Digital Group 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% The Movie Channel Digital Group 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% Starz/Encore Group 12.50% 12.50% 12.50% 12.50% 12.50% 12.50% 12.50% 12.50% 12.50% 12.50% 12.50% 12.50% Encore 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Showtime Digital Combo (Show, TMC, Flix & Sundance) 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% 15.00% HBO Digital Group/Cinemax Digital Group 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% Digital Basic Tier with Music Choice 24.00% 24.00% 24.00% 24.00% 24.00% 24.00% 24.00% 24.00% 24.00% 24.00% 24.00% 24.00% Video on Demand Movies & Events 11.00% 11.00% 11.00% 11.00% 11.00% 11.00% 11.00% 11.00% 11.00% 11.00% 11.00% 11.00% Advertising Sales 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% Open 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Open 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Open 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Late Charges 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% Pay Per View Movies 40.00% 40.00% 40.00% 40.00% 40.00% 40.00% 40.00% 40.00% 40.00% 40.00% 40.00% 40.00% Pay Per View Channels 600.00% 66666666666 0.00% Commercial Basic 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% Commercial HBO 20.00% 20.00% 20.00% 20.00% 20.00% 20.00% 20.00% 20.00% 20.00% 20.00% 20.00% 20.00% Commercial Pay Per View 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 47 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Service Penetration (Cont.)

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Residential Standard High Speed Data - Level 1 0.75% 0.75% 0.75% 0.75% 0.75% 0.75% 0.75% 0.75% 0.75% 0.75% 0.75% 0.75% Silver High Speed Data - Level 2 3.70% 3.70% 3.70% 3.70% 3.70% 3.70% 3.70% 3.70% 3.70% 3.70% 3.70% 3.70% Gold & Platnimum High Speed Data - Level 3 1.42% 1.42% 1.42% 1.42% 1.42% 1.42% 1.42% 1.42% 1.42% 1.42% 1.42% 1.42% High Speed Data - New Installations - New Market 5.87% 5.87% 5.87% 5.87% 5.87% 5.87% 5.87% 5.87% 5.87% 5.87% 5.87% 5.87%

High Speed Data - Level 1 - Remarket 0.11% 0.11% 0.11% 0.11% 0.11% 0.11% 0.11% 0.11% 0.11% 0.11% 0.11% 0.11% High Speed Data - Level 2 - Remarket 0.29% 0.29% 0.29% 0.29% 0.29% 0.29% 0.29% 0.29% 0.29% 0.29% 0.29% 0.29% High Speed Data - Level 3 - Remarket 0.21% 0.21% 0.21% 0.21% 0.21% 0.21% 0.21% 0.21% 0.21% 0.21% 0.21% 0.21% High Speed Data - New Installations - Remarket 0.62% 0.62% 0.62% 0.62% 0.62% 0.62% 0.62% 0.62% 0.62% 0.62% 0.62% 0.62%

High Speed Data Penetration to Homes Passed 6.77% 7.23% 7.65% 8.05% 8.42% 8.92% 9.49% 10.05% 10.61% 11.16% 11.72% 12.27% Residential Modem Rental 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

Commercial Standard Business High Speed Data - Level 1 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% Standard Business High Speed Data - Level 2 0.98% 0.98% 0.98% 0.98% 0.98% 0.98% 0.98% 0.98% 0.98% 0.98% 0.98% 0.98% Business Plus High Speed Data - Level 1 1.46% 1.46% 1.46% 1.46% 1.46% 1.46% 1.46% 1.46% 1.46% 1.46% 1.46% 1.46% Business Plus High Speed Data - Level 2 1.95% 1.95% 1.95% 1.95% 1.95% 1.95% 1.95% 1.95% 1.95% 1.95% 1.95% 1.95% Business Elite High Speed Data - Level 1 2.43% 2.43% 2.43% 2.43% 2.43% 2.43% 2.43% 2.43% 2.43% 2.43% 2.43% 2.43% Business Elite High Speed Data - Level 2 2.91% 2.91% 2.91% 2.91% 2.91% 2.91% 2.91% 2.91% 2.91% 2.91% 2.91% 2.91% Direct Business High Speed Data - Level 1 3.39% 3.39% 3.39% 3.39% 3.39% 3.39% 3.39% 3.39% 3.39% 3.39% 3.39% 3.39% Direct Business High Speed Data - Level 2 3.88% 3.88% 3.88% 3.88% 3.88% 3.88% 3.88% 3.88% 3.88% 3.88% 3.88% 3.88% Commercial High Speed Data - New Installations 17.50% 17.50% 17.50% 17.50% 17.50% 17.50% 17.50% 17.50% 17.50% 17.50% 17.50% 17.50% Commercial High Speed Data - To Units Passed 17.50% 17.50% 17.50% 17.50% 17.50% 17.50% 17.50% 17.50% 17.50% 17.50% 17.50% 17.50%

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 44 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Customer Rate Summary

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Basic $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 Expanded Basic $22.00 $22.00 $22.00 $22.00 $22.00 $22.00 $22.00 $22.00 $22.00 $22.00 $22.00 $22.00 Business Basic $32.95 $32.95 $32.95 $32.95 $32.95 $32.95 $32.95 $32.95 $32.95 $32.95 $32.95 $32.95 Line Maintenance Plan $1.95 $1.95 $1.95 $1.95 $1.95 $1.95 $1.95 $1.95 $1.95 $1.95 $1.95 $1.95 Set Top with Remote $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 Additional Digital Converter $5.95 $5.95 $5.95 $5.95 $5.95 $5.95 $5.95 $5.95 $5.95 $5.95 $5.95 $5.95 HBO Analog Only $11.95 $11.95 $11.95 $11.95 $11.95 $11.95 $11.95 $11.95 $11.95 $11.95 $11.95 $11.95 HBO Digital Group $11.95 $11.95 $11.95 $11.95 $11.95 $11.95 $11.95 $11.95 $11.95 $11.95 $11.95 $11.95 Cinemax Digital Group $9.95 $9.95 $9.95 $9.95 $9.95 $9.95 $9.95 $9.95 $9.95 $9.95 $9.95 $9.95 Showtime Digital Group $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 The Movie Channel Digital Group $8.95 $8.95 $8.95 $8.95 $8.95 $8.95 $8.95 $8.95 $8.95 $8.95 $8.95 $8.95 Starz/Encore Group $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 Encore $5.95 $5.95 $5.95 $5.95 $5.95 $5.95 $5.95 $5.95 $5.95 $5.95 $5.95 $5.95 Showtime Digital Combo (Show, TMC, Flix & Sundance) $12.95 $12.95 $12.95 $12.95 $12.95 $12.95 $12.95 $12.95 $12.95 $12.95 $12.95 $12.95 HBO Digital Group/Cinemax Digital Group $19.50 $19.50 $19.50 $19.50 $19.50 $19.50 $19.50 $19.50 $19.50 $19.50 $19.50 $19.50 Digital Basic Tier with Music Choice $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 Video on Demand Movies & Events $11.00 $11.00 $11.00 $11.00 $11.00 $11.00 $11.00 $11.00 $11.00 $11.00 $11.00 $11.00 Advertising Sales $2.50 $2.50 $2.50 $2.50 $2.50 $2.50 $2.50 $2.50 $2.50 $2.50 $2.50 $2.50 Late Charges $2.95 $2.95 $2.95 $2.95 $2.95 $2.95 $2.95 $2.95 $2.95 $2.95 $2.95 $2.95 Pay Per View Movies $3.95 $3.95 $3.95 $3.95 $3.95 $3.95 $3.95 $3.95 $3.95 $3.95 $3.95 $3.95 Pay Per View Channels 30 30 30 30 30 30 30 30 30 30 30 30

Commercial Basic $7.00 $7.00 $7.00 $7.00 $7.00 $7.00 $7.00 $7.00 $7.00 $7.00 $7.00 $7.00 Commercial HBO $5.00 $5.00 $5.00 $5.00 $5.00 $5.00 $5.00 $5.00 $5.00 $5.00 $5.00 $5.00 Commercial Pay Per View $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 45 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Customer Rate Summary (Cont.)

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Residential Standard High Speed Data - Level 1 $26.95 $26.95 $26.95 $26.95 $26.95 $26.95 $26.95 $26.95 $26.95 $26.95 $26.95 $26.95 Silver High Speed Data - Level 2 $34.95 $34.95 $34.95 $34.95 $34.95 $34.95 $34.95 $34.95 $34.95 $34.95 $34.95 $34.95 Gold & Platnimum High Speed Data - Level 3 $54.95 $54.95 $54.95 $54.95 $54.95 $54.95 $54.95 $54.95 $54.95 $54.95 $54.95 $54.95 Residential Modem Rental $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Residential Service Activation $50.00 $50.00 $50.00 $50.00 $50.00 $50.00 $50.00 $50.00 $50.00 $50.00 $50.00 $50.00 Ethernet Card and Installation $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00

Commercial Standard Business High Speed Data - Level 1 $49.95 $49.95 $49.95 $49.95 $49.95 $49.95 $49.95 $49.95 $49.95 $49.95 $49.95 $49.95 Standard Business High Speed Data - Level 2 $69.95 $69.95 $69.95 $69.95 $69.95 $69.95 $69.95 $69.95 $69.95 $69.95 $69.95 $69.95 Business Plus High Speed Data - Level 1 $89.95 $89.95 $89.95 $89.95 $89.95 $89.95 $89.95 $89.95 $89.95 $89.95 $89.95 $89.95 Business Plus High Speed Data - Level 2 $99.95 $99.95 $99.95 $99.95 $99.95 $99.95 $99.95 $99.95 $99.95 $99.95 $99.95 $99.95 Business Elite High Speed Data - Level 1 $129.95 $129.95 $129.95 $129.95 $129.95 $129.95 $129.95 $129.95 $129.95 $129.95 $129.95 $129.95 Business Elite High Speed Data - Level 2 $169.95 $169.95 $169.95 $169.95 $169.95 $169.95 $169.95 $169.95 $169.95 $169.95 $169.95 $169.95 Direct Business High Speed Data - Level 1 $225.00 $225.00 $225.00 $225.00 $225.00 $225.00 $225.00 $225.00 $225.00 $225.00 $225.00 $225.00 Direct Business High Speed Data - Level 2 $475.00 $475.00 $475.00 $475.00 $475.00 $475.00 $475.00 $475.00 $475.00 $475.00 $475.00 $475.00

Standard Business High Speed Data - Level 1 - Setup $200.00 $200.00 $200.00 $200.00 $200.00 $200.00 $200.00 $200.00 $200.00 $200.00 $200.00 $200.00 Standard Business High Speed Data - Level 2 - Setup $225.00 $225.00 $225.00 $225.00 $225.00 $225.00 $225.00 $225.00 $225.00 $225.00 $225.00 $225.00 Business Plus High Speed Data - Level 1 - Setup $750.00 $750.00 $750.00 $750.00 $750.00 $750.00 $750.00 $750.00 $750.00 $750.00 $750.00 $750.00 Business Plus High Speed Data - Level 2 - Setup $775.00 $775.00 $775.00 $775.00 $775.00 $775.00 $775.00 $775.00 $775.00 $775.00 $775.00 $775.00 Business Elite High Speed Data - Level 1 - Setup $1,125.00 $1,125.00 $1,125.00 $1,125.00 $1,125.00 $1,125.00 $1,125.00 $1,125.00 $1,125.00 $1,125.00 $1,125.00 $1,125.00 Business Elite High Speed Data - Level 2 - Setup $1,150.00 $1,150.00 $1,150.00 $1,150.00 $1,150.00 $1,150.00 $1,150.00 $1,150.00 $1,150.00 $1,150.00 $1,150.00 $1,150.00 Direct Business High Speed Data - Level 1 - Setup $1,500.00 $1,500.00 $1,500.00 $1,500.00 $1,500.00 $1,500.00 $1,500.00 $1,500.00 $1,500.00 $1,500.00 $1,500.00 $1,500.00 Direct Business High Speed Data - Level 2 - Setup $1,525.00 $1,525.00 $1,525.00 $1,525.00 $1,525.00 $1,525.00 $1,525.00 $1,525.00 $1,525.00 $1,525.00 $1,525.00 $1,525.00

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 48 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Average Customer Rate Summary

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Basic $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 $10.95 Expanded Basic $21.34 $21.34 $21.34 $21.34 $21.34 $21.34 $21.34 $21.34 $21.34 $21.34 $21.34 $21.34 Business Basic $0.07 $0.07 $0.07 $0.07 $0.07 $0.07 $0.07 $0.07 $0.07 $0.07 $0.07 $0.07 Line Maintenance Plan $1.27 $1.27 $1.27 $1.27 $1.27 $1.27 $1.27 $1.27 $1.27 $1.27 $1.27 $1.27 Set Top with Remote $0.01 $0.01 $0.01 $0.01 $0.01 $0.01 $0.01 $0.01 $0.01 $0.01 $0.01 $0.01 HBO Analog Only $1.79 $1.79 $1.79 $1.79 $1.79 $1.79 $1.79 $1.79 $1.79 $1.79 $1.79 $1.79 HBO Digital Group $0.96 $0.96 $0.96 $0.96 $0.96 $0.96 $0.96 $0.96 $0.96 $0.96 $0.96 $0.96 Cinemax Digital Group $0.60 $0.60 $0.60 $0.60 $0.60 $0.60 $0.60 $0.60 $0.60 $0.60 $0.60 $0.60 Showtime Digital Group $0.66 $0.66 $0.66 $0.66 $0.66 $0.66 $0.66 $0.66 $0.66 $0.66 $0.66 $0.66 The Movie Channel Digital Group $0.45 $0.45 $0.45 $0.45 $0.45 $0.45 $0.45 $0.45 $0.45 $0.45 $0.45 $0.45 Starz/Encore Group $1.37 $1.37 $1.37 $1.37 $1.37 $1.37 $1.37 $1.37 $1.37 $1.37 $1.37 $1.37 Encore $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Showtime Digital Combo (Show, TMC, Flix & Sundance) $1.94 $1.94 $1.94 $1.94 $1.94 $1.94 $1.94 $1.94 $1.94 $1.94 $1.94 $1.94 HBO Digital Group/Cinemax Digital Group $0.98 $0.98 $0.98 $0.98 $0.98 $0.98 $0.98 $0.98 $0.98 $0.98 $0.98 $0.98 Digital Basic Tier with Music Choice $2.63 $2.63 $2.63 $2.63 $2.63 $2.63 $2.63 $2.63 $2.63 $2.63 $2.63 $2.63 Video on Demand Movies & Events $1.21 $1.21 $1.21 $1.21 $1.21 $1.21 $1.21 $1.21 $1.21 $1.21 $1.21 $1.21 Advertising Sales $2.50 $2.50 $2.50 $2.50 $2.50 $2.50 $2.50 $2.50 $2.50 $2.50 $2.50 $2.50 Open $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Open $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Open $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Late Charges $0.15 $0.15 $0.15 $0.15 $0.15 $0.15 $0.15 $0.15 $0.15 $0.15 $0.15 $0.15 Pay Per View Movies $1.58 $1.58 $1.58 $1.58 $1.58 $1.58 $1.58 $1.58 $1.58 $1.58 $1.58 $1.58

Commercial Basic $7.00 $7.00 $7.00 $7.00 $7.00 $7.00 $7.00 $7.00 $7.00 $7.00 $7.00 $7.00 Commercial HBO $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 Commercial Pay Per View $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 26 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Customer Revenue

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Basic $63,407 $73,552 $83,697 $93,842 $103,988 $110,709 $112,357 $112,414 $112,526 $112,638 $112,751 $112,864 Expanded Basic $123,571 $143,343 $163,114 $182,886 $202,657 $215,756 $218,969 $219,078 $219,297 $219,516 $219,736 $219,956 Business Basic $382 $443 $504 $565 $626 $666 $676 $677 $677 $678 $679 $679 Line Maintenance Plan $7,340 $8,514 $9,688 $10,863 $12,037 $12,815 $13,006 $13,012 $13,025 $13,038 $13,051 $13,064 Set Top with Remote $58 $67 $76 $86 $95 $101 $103 $103 $103 $103 $103 $103 HBO Analog Only $10,380 $12,040 $13,701 $15,362 $17,023 $18,123 $18,393 $18,402 $18,420 $18,439 $18,457 $18,476 HBO Digital Group $5,536 $6,422 $7,307 $8,193 $9,079 $9,666 $9,809 $9,814 $9,824 $9,834 $9,844 $9,854 Cinemax Digital Group $3,457 $4,010 $4,563 $5,116 $5,669 $6,036 $6,126 $6,129 $6,135 $6,141 $6,147 $6,153 Showtime Digital Group $3,804 $4,413 $5,022 $5,631 $6,239 $6,643 $6,741 $6,745 $6,752 $6,758 $6,765 $6,772 The Movie Channel Digital Group $2,591 $3,006 $3,421 $3,835 $4,250 $4,524 $4,592 $4,594 $4,599 $4,603 $4,608 $4,612 Starz/Encore Group $7,926 $9,194 $10,462 $11,730 $12,998 $13,839 $14,045 $14,052 $14,066 $14,080 $14,094 $14,108 Encore $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Showtime Digital Combo (Show, TMC, Flix & Sundance) $11,248 $13,048 $14,848 $16,647 $18,447 $19,639 $19,932 $19,942 $19,962 $19,982 $20,002 $20,022 HBO Digital Group/Cinemax Digital Group $5,646 $6,549 $7,453 $8,356 $9,259 $9,858 $10,004 $10,009 $10,019 $10,029 $10,039 $10,050 Digital Basic Tier with Music Choice $15,218 $17,653 $20,087 $22,522 $24,957 $26,570 $26,966 $26,979 $27,006 $27,033 $27,060 $27,087 Video on Demand Movies & Events $7,007 $8,128 $9,249 $10,370 $11,491 $12,234 $12,416 $12,422 $12,434 $12,447 $12,459 $12,472 Advertising Sales $14,477 $16,793 $19,109 $21,425 $23,741 $25,276 $25,652 $25,665 $25,691 $25,717 $25,742 $25,768 Open $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Open $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Open $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Late Charges $854 $991 $1,127 $1,264 $1,401 $1,491 $1,513 $1,514 $1,516 $1,517 $1,519 $1,520 Pay Per View Movies $9,149 $10,613 $12,077 $13,541 $15,005 $15,974 $16,212 $16,220 $16,237 $16,253 $16,269 $16,285 Total Basic Customer Revenue $294,462 $341,575 $388,689 $435,803 $482,917 $514,130 $521,786 $522,047 $522,569 $523,091 $523,614 $524,138 Franchise Fees $14,723 $17,079 $19,434 $21,790 $24,146 $25,706 $26,089 $26,102 $26,128 $26,155 $26,181 $26,207 FCC Regulatory Fee $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Sales Tax $17,668 $20,495 $23,321 $26,148 $28,975 $30,848 $31,307 $31,323 $31,354 $31,385 $31,417 $31,448 Gross Basic Customer Revenue $326,852 $379,149 $431,445 $483,741 $536,038 $570,684 $579,182 $579,472 $580,051 $580,631 $581,212 $581,793

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 39 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Residential High Speed Data Revenue and Expenses

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Revenue Standard High Speed Data - Level 1 $5,044 $6,099 $7,226 $8,426 $9,697 $10,839 $11,729 $12,533 $13,337 $14,138 $14,936 $15,731 Silver High Speed Data - Level 2 $17,789 $22,909 $28,266 $33,857 $39,683 $44,535 $47,749 $50,430 $53,118 $55,795 $58,463 $61,119 Gold & Platnimum High Speed Data - Level 3 $19,402 $23,461 $27,799 $32,413 $37,304 $41,695 $45,118 $48,213 $51,307 $54,388 $57,458 $60,515 Residential Modem Rental $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Recurring High Speed Data Revenue $42,234 $52,469 $63,291 $74,697 $86,684 $97,069 $104,596 $111,176 $117,762 $124,322 $130,856 $137,365 Franchise Fees $2,112 $2,623 $3,165 $3,735 $4,334 $4,853 $5,230 $5,559 $5,888 $6,216 $6,543 $6,868 Sales Tax $2,534 $3,148 $3,797 $4,482 $5,201 $5,824 $6,276 $6,671 $7,066 $7,459 $7,851 $8,242 High Speed Data Installation Revenue $12,908 $13,703 $14,497 $15,291 $16,086 $11,249 $8,797 $8,889 $8,898 $8,907 $8,916 $8,925 Total Residential High Speed Data Revenue $59,788 $71,943 $84,750 $98,205 $112,304 $118,996 $124,898 $132,294 $139,613 $146,904 $154,166 $161,400

Expense Salaries - Technical $8,369 $8,369 $8,369 $8,369 $8,369 $8,369 $8,369 $11,158 $11,158 $11,158 $11,158 $11,158 Payroll Taxes $1,365 $1,365 $1,365 $1,365 $1,365 $1,365 $1,365 $1,820 $1,820 $1,820 $1,820 $1,820 Benefits $4,268 $4,268 $4,268 $4,268 $4,268 $4,268 $4,268 $5,691 $5,691 $5,691 $5,691 $5,691 Vehicles $1,468 $1,468 $1,468 $1,468 $1,468 $1,468 $1,468 $1,957 $1,957 $1,957 $1,957 $1,957 Mobile Communications $1,159 $1,159 $1,159 $1,159 $1,159 $1,159 $1,159 $1,545 $1,545 $1,545 $1,545 $1,545 Office Expenses $206 $206 $206 $206 $206 $206 $206 $206 $206 $206 $206 $206 Miscellaneous $258 $258 $258 $258 $258 $258 $258 $258 $258 $258 $258 $258 Franchise Fees $2,112 $2,623 $3,165 $3,735 $4,334 $4,853 $5,230 $5,559 $5,888 $6,216 $6,543 $6,868 Sales Tax $2,534 $3,148 $3,797 $4,482 $5,201 $5,824 $6,276 $6,671 $7,066 $7,459 $7,851 $8,242 Help Desk Support $4,197 $5,235 $6,331 $7,485 $8,696 $9,741 $10,490 $11,141 $11,794 $12,443 $13,090 $13,735 High Speed Data/Telecommunications Circuits - T-1 $2,300 $3,214 $3,761 $4,755 $5,345 $5,980 $6,685 $7,432 $8,200 $8,459 $9,249 $10,056 Total Other Services Expense $28,234 $31,313 $34,145 $37,548 $40,668 $43,490 $45,773 $53,438 $55,582 $57,212 $59,368 $61,536

Total Other Services Cash Flow $31,554 $40,631 $50,604 $60,657 $71,636 $75,506 $79,126 $78,856 $84,031 $89,692 $94,798 $99,864

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 31 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Commercial Video and High Speed Data Revenue & Expenses

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24 Revenue Commercial Basic $872 $1,011 $1,150 $1,290 $1,429 $1,522 $1,544 $1,545 $1,547 $1,548 $1,550 $1,551 Commercial HBO $125 $144 $164 $184 $204 $217 $221 $221 $221 $221 $221 $222 Commercial Pay Per View $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Commercial High Speed Data $95,490 $110,768 $126,046 $141,325 $156,603 $166,725 $169,208 $169,292 $169,462 $169,631 $169,801 $169,971 Total Commercial Revenue $96,486 $111,923 $127,361 $142,799 $158,237 $168,464 $170,973 $171,058 $171,229 $171,400 $171,572 $171,743 Franchise Fees $4,824 $5,596 $6,368 $7,140 $7,912 $8,423 $8,549 $8,553 $8,561 $8,570 $8,579 $8,587 Sales Tax $5,789 $6,715 $7,642 $8,568 $9,494 $10,108 $10,258 $10,263 $10,274 $10,284 $10,294 $10,305 FCC Regulatory Fee $1 $2 $2 $2 $2 $2 $2 $2 $2 $2 $2 $2 Total Gross Commercial Recurring Revenue $107,100 $124,237 $141,373 $158,509 $175,645 $186,997 $189,782 $189,877 $190,067 $190,257 $190,447 $190,638

Standard Business High Speed Data - Level 1 - Setup $398 $398 $398 $398 $398 $129 $0 $4 $4 $4 $4 $4 Standard Business High Speed Data - Level 2 - Setup $880 $880 $880 $880 $880 $286 $0 $10 $10 $10 $10 $10 Business Plus High Speed Data - Level 1 - Setup $4,376 $4,376 $4,376 $4,376 $4,376 $1,422 $0 $48 $49 $49 $49 $49 Business Plus High Speed Data - Level 2 - Setup $6,011 $6,011 $6,011 $6,011 $6,011 $1,954 $0 $67 $67 $67 $67 $67 Business Elite High Speed Data - Level 1 - Setup $10,887 $10,887 $10,887 $10,887 $10,887 $3,538 $0 $121 $121 $121 $121 $121 Business Elite High Speed Data - Level 2 - Setup $13,338 $13,338 $13,338 $13,338 $13,338 $4,335 $0 $148 $148 $148 $148 $148 Direct Business High Speed Data - Level 1 - Setup $20,280 $20,280 $20,280 $20,280 $20,280 $6,591 $0 $225 $225 $225 $225 $225 Direct Business High Speed Data - Level 2 - Setup $23,548 $23,548 $23,548 $23,548 $23,548 $7,653 $0 $261 $261 $261 $262 $262 Commercial High Speed Data Install Revenue $79,718 $79,718 $79,718 $79,718 $79,718 $25,908 $0 $883 $884 $885 $886 $886 Gross Commercial Revenue $186,818 $203,954 $221,090 $238,226 $255,362 $212,906 $189,782 $190,760 $190,950 $191,141 $191,333 $191,524

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 32 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Commercial Revenue & Expenses (Cont.)

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Programming Expenses Commercial Basic $361 $419 $476 $534 $592 $630 $639 $640 $640 $641 $642 $642 Commercial HBO $216 $251 $285 $320 $354 $377 $383 $383 $383 $384 $384 $385 Commercial Pay Per View $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Guide Channel $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Programming Expenses $577 $669 $761 $854 $946 $1,007 $1,022 $1,023 $1,024 $1,025 $1,026 $1,027

G & A Expenses Salaries $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Commissions $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Payroll & Benefits $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Marketing Materials $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Hotel Commissions $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Maintenance & Repairs $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Vehicle Expense $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 General & Administration $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 System Power $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Communications $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Copyright Fees $0 $0 $1 $1 $1 $1 $1 $1 $1 $1 $1 $1 Franchise Fees $4,824 $5,596 $6,368 $7,140 $7,912 $8,423 $8,549 $8,553 $8,561 $8,570 $8,579 $8,587 Sales Tax $5,789 $6,715 $7,642 $8,568 $9,494 $10,108 $10,258 $10,263 $10,274 $10,284 $10,294 $10,305 FCC Regulatory Fee $1 $2 $2 $2 $2 $2 $2 $2 $2 $2 $2 $2 High Speed Data $8,667 $9,330 $10,818 $11,449 $12,069 $12,641 $12,360 $12,072 $11,800 $11,541 $11,295 $11,061 Help Desk Support $3,487 $4,044 $4,602 $5,160 $5,718 $6,088 $6,178 $6,181 $6,188 $6,194 $6,200 $6,206 Miscellaneous $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Commercial Expenses $22,769 $25,688 $29,432 $32,319 $35,196 $37,262 $37,348 $37,073 $36,826 $36,592 $36,371 $36,162

Commercial Operating Income $163,473 $177,597 $190,896 $205,053 $219,220 $174,636 $151,412 $152,664 $153,101 $153,525 $153,936 $154,335

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 33 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Telecommunications Revenue & Expenses

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Telecommunications Revenue Local Service Revenue $223,521 $259,250 $295,104 $330,765 $366,591 $390,282 $395,965 $396,213 $396,570 $397,023 $397,476 $397,777 Vertical Service Revenues $10,266 $11,908 $13,559 $15,193 $16,839 $17,927 $18,184 $18,200 $18,217 $18,238 $18,259 $18,275 Non-Recurring Charge Revenue $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Interstate Access Revenue $2,570 $2,978 $3,390 $3,802 $4,214 $4,484 $4,550 $4,550 $4,558 $4,564 $4,566 $4,572 Intrastate Access Revenue $196 $226 $258 $288 $320 $340 $346 $346 $346 $346 $346 $348 Interstate Toll Revenue $4,674 $5,417 $6,164 $6,915 $7,662 $8,151 $8,274 $8,274 $8,287 $8,298 $8,301 $8,312 Intrastate Toll Revenue $4,674 $5,417 $6,164 $6,915 $7,662 $8,151 $8,274 $8,274 $8,287 $8,298 $8,301 $8,312 Voice Mail Revenue $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 DS1 Data Revenue $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Wholesale Transport Revenue $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Operator Revenue $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Directory Assistance Revenue $832 $965 $1,098 $1,231 $1,364 $1,453 $1,474 $1,475 $1,476 $1,478 $1,479 $1,481 Yellow Page Revenue $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Universal Service Payments $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Telecommunications Revenue $246,732 $286,161 $325,737 $365,109 $404,653 $430,788 $437,067 $437,332 $437,740 $438,244 $438,727 $439,077 Franchise Fee $12,337 $14,308 $16,287 $18,255 $20,233 $21,539 $21,853 $21,867 $21,887 $21,912 $21,936 $21,954 Sales Tax $14,804 $17,170 $19,544 $21,907 $24,279 $25,847 $26,224 $26,240 $26,264 $26,295 $26,324 $26,345 Telecommunications Tax $11,222 $12,756 $14,296 $15,828 $17,367 $18,476 $18,707 $18,703 $18,704 $18,708 $18,712 $18,711 Less Bad Debt ($2,675) ($3,102) ($3,531) ($3,958) ($4,387) ($4,670) ($4,738) ($4,741) ($4,746) ($4,751) ($4,756) ($4,760) Net Telecommunications Revenue $282,420 $327,292 $372,333 $417,142 $462,145 $491,981 $499,114 $499,401 $499,850 $500,408 $500,943 $501,327

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 34 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Telecommunications Revenue & Expenses (Cont.)

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Cost of Goods Sold Wholesale Long Distance $4,114 $4,766 $5,424 $6,084 $6,742 $7,172 $7,280 $7,280 $7,292 $7,302 $7,304 $7,314 Operator Services $333 $386 $439 $492 $546 $581 $590 $590 $590 $591 $592 $592 Switching $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 Total Cost of Goods Sold $5,947 $6,652 $7,363 $8,076 $8,788 $9,253 $9,370 $9,370 $9,382 $9,393 $9,396 $9,406

Facility Based Engineering Salary & Wages $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Switching Salary & Wages $5,332 $5,332 $5,332 $5,332 $5,332 $5,332 $5,332 $5,332 $5,332 $5,332 $5,332 $5,332 Field Services Salary & Wages $9,262 $13,893 $13,893 $13,893 $18,524 $18,524 $18,524 $18,524 $18,524 $18,524 $18,524 $18,524 Customer Provisioning Salary & Wages $3,998 $7,074 $7,074 $7,074 $7,074 $7,074 $7,074 $7,074 $7,074 $7,074 $7,074 $7,074 Benefits and Taxes $6,507 $9,205 $9,205 $9,205 $10,826 $10,826 $10,826 $10,826 $10,826 $10,826 $10,826 $10,826 Vehicle Expense $2,375 $3,325 $3,325 $3,325 $3,800 $3,800 $3,800 $3,800 $3,800 $3,800 $3,800 $3,800 Tools & Equipment $300 $400 $400 $400 $500 $500 $500 $500 $500 $500 $500 $500 Network Occupancy $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Computer $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Switching Expense $4,790 $5,501 $6,210 $6,921 $7,630 $7,860 $7,860 $7,867 $7,875 $7,884 $7,892 $7,899 Access Node Expense $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Network Maintenance $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Trunk Expense $5,416 $5,416 $7,916 $7,916 $7,916 $7,916 $7,916 $7,916 $7,916 $7,916 $7,916 $7,916 Number Portability $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Local Interconnection $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Internet Transport $2,400 $2,400 $2,400 $2,400 $2,400 $2,400 $2,400 $2,400 $2,400 $2,400 $2,400 $2,400 Engineering $1,751 $1,751 $1,751 $1,751 $1,751 $1,751 $1,751 $1,751 $1,751 $1,751 $1,751 $1,751 Total Facility Based $42,132 $54,297 $57,506 $58,217 $65,753 $65,983 $65,983 $65,990 $65,998 $66,007 $66,015 $66,022

Sales & Marketing and Customer Operations Sales & Marketing Salary, Wages & Commissions $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Sales & Marketing Commissions $13,446 $13,446 $13,446 $13,446 $13,446 $4,370 $0 $149 $149 $149 $149 $150 Benefits and Taxes $4,706 $4,706 $4,706 $4,706 $4,706 $1,529 $0 $52 $52 $52 $52 $52 Customer Operations Salary & Wages $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Advertising & Marketing $500 $500 $500 $500 $500 $500 $500 $500 $500 $500 $500 $500 Billing $3,472 $3,946 $4,422 $4,898 $5,376 $5,690 $5,768 $5,772 $5,776 $5,782 $5,786 $5,792 Total Commercial & Marketing $22,124 $22,598 $23,074 $23,550 $24,028 $12,089 $6,268 $6,473 $6,477 $6,483 $6,488 $6,494

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 35 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Telecommunications Revenue & Expenses (Cont.)

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

General & Administrative Executive Administration Salary & Wages $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Operations Salary & Wages $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Benefits and Taxes $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Travel $206 $206 $206 $206 $206 $206 $206 $206 $206 $206 $206 $206 Audit Fees and Accounting $1,545 $1,545 $1,545 $1,545 $1,545 $1,545 $1,545 $1,545 $1,545 $1,545 $1,545 $1,545 Occupancy Expense $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Telecommunications Expense $206 $206 $206 $206 $206 $206 $206 $206 $206 $206 $206 $206 Property Insurance $155 $155 $155 $155 $155 $155 $155 $155 $155 $155 $155 $155 Liability Insurance $155 $155 $155 $155 $155 $155 $155 $155 $155 $155 $155 $155 General Expense $103 $103 $103 $103 $103 $103 $103 $103 $103 $103 $103 $103 Corporate Services $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 General Accounting $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Human Resources $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Legal Expense $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 $1,500 Consultants $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Other Gen & Admin $300 $300 $300 $300 $300 $2,300 $300 $300 $300 $300 $300 $300 Total Administrative $4,169 $4,169 $4,169 $4,169 $4,169 $6,169 $4,169 $4,169 $4,169 $4,169 $4,169 $4,169 Franchise Fees $12,337 $14,308 $16,287 $18,255 $20,233 $21,539 $21,853 $21,867 $21,887 $21,912 $21,936 $21,954 Sales Tax $14,804 $17,170 $19,544 $21,907 $24,279 $25,847 $26,224 $26,240 $26,264 $26,295 $26,324 $26,345 Telecommunications Tax $11,222 $12,756 $14,296 $15,828 $17,367 $18,476 $18,707 $18,703 $18,704 $18,708 $18,712 $18,711 Reimbursement $8,885 $13,981 $13,931 $13,898 $16,937 $16,567 $16,426 $16,479 $16,526 $16,571 $16,616 $16,662 Total Telecommunications Expenses $121,619 $145,931 $156,172 $163,902 $181,554 $175,925 $169,001 $169,291 $169,408 $169,539 $169,656 $169,762

Total Telecommunications Operating Income $160,801 $181,361 $216,161 $253,240 $280,591 $316,056 $330,113 $330,110 $330,442 $330,869 $331,288 $331,565

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 36 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Broadband Services Salary and Wage Variables Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Operations Management Vice President Operations $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Director of Operations $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Total Executive Expenses $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Engineering Engineers $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Technician $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Engineering Total $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Switching Switch Manager $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Switch Technicians $4,636.93 $4,636.93 $4,636.93 $4,636.93 $4,636.93 $4,636.93 $4,636.93 $4,636.93 $4,636.93 $4,636.93 $4,636.93 $4,636.93 Overtime $695.54 $695.54 $695.54 $695.54 $695.54 $695.54 $695.54 $695.54 $695.54 $695.54 $695.54 $695.54 Switch Total $5,332.47 $5,332.47 $5,332.47 $5,332.47 $5,332.47 $5,332.47 $5,332.47 $5,332.47 $5,332.47 $5,332.47 $5,332.47 $5,332.47 Field Services Supervisor $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Field Techs $8,054.07 $12,081.10 $12,081.10 $12,081.10 $16,108.13 $16,108.13 $16,108.13 $16,108.13 $16,108.13 $16,108.13 $16,108.13 $16,108.13 Overtime $1,208.11 $1,812.16 $1,812.16 $1,812.16 $2,416.22 $2,416.22 $2,416.22 $2,416.22 $2,416.22 $2,416.22 $2,416.22 $2,416.22 Field Services Total $9,262.18 $13,893.26 $13,893.26 $13,893.26 $18,524.35 $18,524.35 $18,524.35 $18,524.35 $18,524.35 $18,524.35 $18,524.35 $18,524.35 Customer Provisioning Supervisor $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Customer Provisioning Reps $3,075.52 $6,151.03 $6,151.03 $6,151.03 $6,151.03 $6,151.03 $6,151.03 $6,151.03 $6,151.03 $6,151.03 $6,151.03 $6,151.03 Overtime $922.65 $922.65 $922.65 $922.65 $922.65 $922.65 $922.65 $922.65 $922.65 $922.65 $922.65 $922.65 Customer Provisioning Total $3,998.17 $7,073.69 $7,073.69 $7,073.69 $7,073.69 $7,073.69 $7,073.69 $7,073.69 $7,073.69 $7,073.69 $7,073.69 $7,073.69 Sales & Marketing Director $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 SAM's $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 AM's $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Tech Consultant $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Marketing Specialist $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Bridge payments $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Sales & Marketing $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Customer Operations Manager $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Specialist $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Total Customer Operations $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Executive Administration Senior Vice President $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Financial Manager $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Total Administration $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Total Salaries & Wages $18,592.82 $26,299.42 $26,299.42 $26,299.42 $30,930.51 $30,930.51 $30,930.51 $30,930.51 $30,930.51 $30,930.51 $30,930.51 $30,930.51 Commissions $13,446.00 $13,446.00 $13,446.00 $13,446.00 $13,446.00 $4,369.95 $0.00 $148.91 $149.06 $149.21 $149.36 $149.51 Broadband Services Total Salaries, Wages & Commissions $32,038.82 $39,745.42 $39,745.42 $39,745.42 $44,376.51 $35,300.46 $30,930.51 $31,079.42 $31,079.57 $31,079.72 $31,079.87 $31,080.02

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 37 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Broadband Servies Salary and Wage Variables (Cont.)

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Network operations Vp Operations $13,802.00 $13,802.00 $13,802.00 $13,802.00 $13,802.00 $13,802.00 $13,802.00 $13,802.00 $13,802.00 $13,802.00 $13,802.00 $13,802.00 Director $8,652.00 $8,652.00 $8,652.00 $8,652.00 $8,652.00 $8,652.00 $8,652.00 $8,652.00 $8,652.00 $8,652.00 $8,652.00 $8,652.00 Engineers $5,621.77 $5,621.77 $5,621.77 $5,621.77 $5,621.77 $5,621.77 $5,621.77 $5,621.77 $5,621.77 $5,621.77 $5,621.77 $5,621.77 Technician $3,862.50 $3,750.00 $3,750.00 $3,750.00 $3,750.00 $3,750.00 $3,750.00 $3,750.00 $3,750.00 $3,750.00 $3,750.00 $3,750.00

Switch Mngr $7,336.18 $7,336.18 $7,336.18 $7,336.18 $7,336.18 $7,336.18 $7,336.18 $7,336.18 $7,336.18 $7,336.18 $7,336.18 $7,336.18 Switch Techs $4,636.93 $4,636.93 $4,636.93 $4,636.93 $4,636.93 $4,636.93 $4,636.93 $4,636.93 $4,636.93 $4,636.93 $4,636.93 $4,636.93 Overtime $695.54 $695.54 $695.54 $695.54 $695.54 $695.54 $695.54 $695.54 $695.54 $695.54 $695.54 $695.54 Total switching

Supervisor $5,650.84 $5,650.84 $5,650.84 $5,650.84 $5,650.84 $5,650.84 $5,650.84 $5,650.84 $5,650.84 $5,650.84 $5,650.84 $5,650.84 Field Techs $4,027.03 $4,027.03 $4,027.03 $4,027.03 $4,027.03 $4,027.03 $4,027.03 $4,027.03 $4,027.03 $4,027.03 $4,027.03 $4,027.03 Overtime $604.05 $604.05 $604.05 $604.05 $604.05 $604.05 $604.05 $604.05 $604.05 $604.05 $604.05 $604.05 Total Field Services

Supervisor $4,116.46 $4,116.46 $4,116.46 $4,116.46 $4,116.46 $4,116.46 $4,116.46 $4,116.46 $4,116.46 $4,116.46 $4,116.46 $4,116.46 Reps $3,075.52 $3,075.52 $3,075.52 $3,075.52 $3,075.52 $3,075.52 $3,075.52 $3,075.52 $3,075.52 $3,075.52 $3,075.52 $3,075.52 Overtime $461.33 $461.33 $461.33 $461.33 $461.33 $461.33 $461.33 $461.33 $461.33 $461.33 $461.33 $461.33 Total Provisioning

Sales & Marketing Director $12,128.25 $12,128.25 $12,128.25 $12,128.25 $12,128.25 $12,128.25 $12,128.25 $12,128.25 $12,128.25 $12,128.25 $12,128.25 $12,128.25 Sr Acct Mngr $5,632.81 $5,632.81 $5,632.81 $5,632.81 $5,632.81 $5,632.81 $5,632.81 $5,632.81 $5,632.81 $5,632.81 $5,632.81 $5,632.81 Acct Mngr $3,605.00 $3,605.00 $3,605.00 $3,605.00 $3,605.00 $3,605.00 $3,605.00 $3,605.00 $3,605.00 $3,605.00 $3,605.00 $3,605.00 Tech Consult $5,858.13 $5,858.13 $5,858.13 $5,858.13 $5,858.13 $5,858.13 $5,858.13 $5,858.13 $5,858.13 $5,858.13 $5,858.13 $5,858.13 Specialist $3,605.00 $3,605.00 $3,605.00 $3,605.00 $3,605.00 $3,605.00 $3,605.00 $3,605.00 $3,605.00 $3,605.00 $3,605.00 $3,605.00 Bridge Payments $3,090.00 $3,090.00 $3,090.00 $3,090.00 $3,090.00 $3,090.00 $3,090.00 $3,090.00 $3,090.00 $3,090.00 $3,090.00 $3,090.00

Customer Operations Manager $6,180.00 $6,180.00 $6,180.00 $6,180.00 $6,180.00 $6,180.00 $6,180.00 $6,180.00 $6,180.00 $6,180.00 $6,180.00 $6,180.00 Specialist $3,004.17 $3,004.17 $3,004.17 $3,004.17 $3,004.17 $3,004.17 $3,004.17 $3,004.17 $3,004.17 $3,004.17 $3,004.17 $3,004.17

Administration Sr VP $15,432.83 $15,432.83 $15,432.83 $15,432.83 $15,432.83 $15,432.83 $15,432.83 $15,432.83 $15,432.83 $15,432.83 $15,432.83 $15,432.83 Fin Mngr $5,665.00 $5,665.00 $5,665.00 $5,665.00 $5,665.00 $5,665.00 $5,665.00 $5,665.00 $5,665.00 $5,665.00 $5,665.00 $5,665.00

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 38 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Broadband Salary and Wage Variables (Cont.)

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24 Telecommunications Service Employees Switch Techs 111111111111 Overtime eligible 111111111111 Field Techs 233344444444 Overtime eligible 233344444444 Provisioning Reps 122222222222 Overtime eligible 222222222222 Total Telecommunications Employees 577788888888

Cable Service Employees General Managers 111111111111 Office Manager 111111111111 MIS Director 111111111111 Customer Service Representatives 566677777777 Support Staff 222222222222 Technical Manager (s) 111111111111 Headend Technicians 222222222222 Construction Manager/Plant Manager 222222222222 Broadband Service Technicians 444455555555 Installer/Service Technician 444444444444 Contract Installers 10 10 10 10 104444444 Marketing and Sales Manager 111111111111 Contract Field Representatives 888883333333 Total 45 46 46 46 48 37 37 38 38 38 38 38

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 49 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Program. Exp. Per Channel - Residential

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Limited Basic Headline News $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WBBM (2) CBS Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WGN (9) Chicago Local Off-Air $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WFLD (32) Fox Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WMAQ (5) Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WCIU (26) IND Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Local Community Channel $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WLS (7) ABC Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WPWR (50) UPN Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WTTW (11) PBS Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WCPX (38) PAX Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 TV Guide Channel $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 WGBO (66) Univision Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WSNS (44) Telemundo Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WYCC (22) PBS Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 TBS $0.2884 $0.2884 $0.2884 $0.2884 $0.2884 $0.2884 $0.2884 $0.2884 $0.2884 $0.2884 $0.2884 $0.2884 Local Govt/Educational/Public Access Channel $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Total Limited Basic $0.3914 $0.3914 $0.3914 $0.3914 $0.3914 $0.3914 $0.3914 $0.3914 $0.3914 $0.3914 $0.3914 $0.3914

Standard Basic A & E $0.2421 $0.2421 $0.2421 $0.2421 $0.2421 $0.2421 $0.2421 $0.2421 $0.2421 $0.2421 $0.2421 $0.2421 American Movie Classics $0.2627 $0.2627 $0.2627 $0.2627 $0.2627 $0.2627 $0.2627 $0.2627 $0.2627 $0.2627 $0.2627 $0.2627 American's Health Network $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 America's Talking $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 America's Voice Network $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Animal Planet $0.1576 $0.1576 $0.1576 $0.1576 $0.1576 $0.1576 $0.1576 $0.1576 $0.1576 $0.1576 $0.1576 $0.1576 BET $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 BET On Jazz $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Bloomberg Television $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Bravo $0.1674 $0.1674 $0.1674 $0.1674 $0.1674 $0.1674 $0.1674 $0.1674 $0.1674 $0.1674 $0.1674 $0.1674 Cable In the Classroom $0.0036 $0.0036 $0.0036 $0.0036 $0.0036 $0.0036 $0.0036 $0.0036 $0.0036 $0.0036 $0.0036 $0.0036 Cartoon Network $0.1308 $0.1308 $0.1308 $0.1308 $0.1308 $0.1308 $0.1308 $0.1308 $0.1308 $0.1308 $0.1308 $0.1308 CMTV $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 CNBC $0.2163 $0.2163 $0.2163 $0.2163 $0.2163 $0.2163 $0.2163 $0.2163 $0.2163 $0.2163 $0.2163 $0.2163 CNN $0.3945 $0.3945 $0.3945 $0.3945 $0.3945 $0.3945 $0.3945 $0.3945 $0.3945 $0.3945 $0.3945 $0.3945

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 50 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Program. Exp. Per Channel - Residential

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Standard Basic (Cont.) CNNfn $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 CNNSI $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Comedy Central $0.1700 $0.1700 $0.1700 $0.1700 $0.1700 $0.1700 $0.1700 $0.1700 $0.1700 $0.1700 $0.1700 $0.1700 Court TV $0.1442 $0.1442 $0.1442 $0.1442 $0.1442 $0.1442 $0.1442 $0.1442 $0.1442 $0.1442 $0.1442 $0.1442 C-Span $0.0618 $0.0618 $0.0618 $0.0618 $0.0618 $0.0618 $0.0618 $0.0618 $0.0618 $0.0618 $0.0618 $0.0618 C-Span 2 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Discovery $0.3255 $0.3255 $0.3255 $0.3255 $0.3255 $0.3255 $0.3255 $0.3255 $0.3255 $0.3255 $0.3255 $0.3255 Disney $0.8755 $0.8755 $0.8755 $0.8755 $0.8755 $0.8755 $0.8755 $0.8755 $0.8755 $0.8755 $0.8755 $0.8755 Do It Yourself Network $0.0618 $0.0618 $0.0618 $0.0618 $0.0618 $0.0618 $0.0618 $0.0618 $0.0618 $0.0618 $0.0618 $0.0618 E! Entertainment $0.1442 $0.1442 $0.1442 $0.1442 $0.1442 $0.1442 $0.1442 $0.1442 $0.1442 $0.1442 $0.1442 $0.1442 Encore $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Encore MoviePlex $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 ESPN $1.8674 $1.8674 $1.8674 $1.8674 $1.8674 $1.8674 $1.8674 $1.8674 $1.8674 $1.8674 $1.8674 $1.8674 ESPN 2 $0.3863 $0.3863 $0.3863 $0.3863 $0.3863 $0.3863 $0.3863 $0.3863 $0.3863 $0.3863 $0.3863 $0.3863 ESPN News $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 ESPN Classic Sports $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 EWTN $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Fit TV $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 ABC Family Channel $0.1885 $0.1885 $0.1885 $0.1885 $0.1885 $0.1885 $0.1885 $0.1885 $0.1885 $0.1885 $0.1885 $0.1885 Food Network $0.0876 $0.0876 $0.0876 $0.0876 $0.0876 $0.0876 $0.0876 $0.0876 $0.0876 $0.0876 $0.0876 $0.0876 Fox News $0.2271 $0.2271 $0.2271 $0.2271 $0.2271 $0.2271 $0.2271 $0.2271 $0.2271 $0.2271 $0.2271 $0.2271 fX $0.3069 $0.3069 $0.3069 $0.3069 $0.3069 $0.3069 $0.3069 $0.3069 $0.3069 $0.3069 $0.3069 $0.3069 fX Movies (no fX in system) $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Game Show Network $0.1133 $0.1133 $0.1133 $0.1133 $0.1133 $0.1133 $0.1133 $0.1133 $0.1133 $0.1133 $0.1133 $0.1133 Golf Channel $0.2163 $0.2163 $0.2163 $0.2163 $0.2163 $0.2163 $0.2163 $0.2163 $0.2163 $0.2163 $0.2163 $0.2163 Great American Country $0.0361 $0.0361 $0.0361 $0.0361 $0.0361 $0.0361 $0.0361 $0.0361 $0.0361 $0.0361 $0.0361 $0.0361 Headline News (Free with CNN) $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 History Channel $0.1854 $0.1854 $0.1854 $0.1854 $0.1854 $0.1854 $0.1854 $0.1854 $0.1854 $0.1854 $0.1854 $0.1854 Home & Garden TV $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 Home Shopping Network $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Independent Film Channel $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 International Channel $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Inspirational Network $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Lifetime Movie Network $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Open $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 51 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Program. Exp. Per Channel - Residential

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Standard Basic (Cont.) Learning Channel $0.1658 $0.1658 $0.1658 $0.1658 $0.1658 $0.1658 $0.1658 $0.1658 $0.1658 $0.1658 $0.1658 $0.1658 Lifetime $0.2987 $0.2987 $0.2987 $0.2987 $0.2987 $0.2987 $0.2987 $0.2987 $0.2987 $0.2987 $0.2987 $0.2987 Military Channel $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 MSNBC $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 MTV $0.3039 $0.3039 $0.3039 $0.3039 $0.3039 $0.3039 $0.3039 $0.3039 $0.3039 $0.3039 $0.3039 $0.3039 Much Music $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 NASA TV $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 The National Network $0.3193 $0.3193 $0.3193 $0.3193 $0.3193 $0.3193 $0.3193 $0.3193 $0.3193 $0.3193 $0.3193 $0.3193 NET $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Newsport $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Nickelodeon $0.4357 $0.4357 $0.4357 $0.4357 $0.4357 $0.4357 $0.4357 $0.4357 $0.4357 $0.4357 $0.4357 $0.4357 Nostalgia $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Hallmark Channel $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Outdoor Life Network $0.1761 $0.1761 $0.1761 $0.1761 $0.1761 $0.1761 $0.1761 $0.1761 $0.1761 $0.1761 $0.1761 $0.1761 The Outdoor Channel $0.0742 $0.0742 $0.0742 $0.0742 $0.0742 $0.0742 $0.0742 $0.0742 $0.0742 $0.0742 $0.0742 $0.0742 Ovation $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Oxygen $0.2235 $0.2235 $0.2235 $0.2235 $0.2235 $0.2235 $0.2235 $0.2235 $0.2235 $0.2235 $0.2235 $0.2235 Pax Family Network $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Product Information Network (PIN) $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 QVC $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Women's Entertainment (formerly Romance Classics) $0.1442 $0.1442 $0.1442 $0.1442 $0.1442 $0.1442 $0.1442 $0.1442 $0.1442 $0.1442 $0.1442 $0.1442 Sci-Fi Network $0.1648 $0.1648 $0.1648 $0.1648 $0.1648 $0.1648 $0.1648 $0.1648 $0.1648 $0.1648 $0.1648 $0.1648 Speed Channel $0.1761 $0.1761 $0.1761 $0.1761 $0.1761 $0.1761 $0.1761 $0.1761 $0.1761 $0.1761 $0.1761 $0.1761 Fox Sports Midwest $0.7725 $0.7725 $0.7725 $0.7725 $0.7725 $0.7725 $0.7725 $0.7725 $0.7725 $0.7725 $0.7725 $0.7725 Style $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 TBN $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 TBS $0.2884 $0.2884 $0.2884 $0.2884 $0.2884 $0.2884 $0.2884 $0.2884 $0.2884 $0.2884 $0.2884 $0.2884 TNT $0.7416 $0.7416 $0.7416 $0.7416 $0.7416 $0.7416 $0.7416 $0.7416 $0.7416 $0.7416 $0.7416 $0.7416 Toon Disney $0.0927 $0.0927 $0.0927 $0.0927 $0.0927 $0.0927 $0.0927 $0.0927 $0.0927 $0.0927 $0.0927 $0.0927 Travel Channel $0.0721 $0.0721 $0.0721 $0.0721 $0.0721 $0.0721 $0.0721 $0.0721 $0.0721 $0.0721 $0.0721 $0.0721 Turner Classic Movies $0.2266 $0.2266 $0.2266 $0.2266 $0.2266 $0.2266 $0.2266 $0.2266 $0.2266 $0.2266 $0.2266 $0.2266 Turner South $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Tech TV $0.0721 $0.0721 $0.0721 $0.0721 $0.0721 $0.0721 $0.0721 $0.0721 $0.0721 $0.0721 $0.0721 $0.0721 TV Land $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 USA Network $0.4120 $0.4120 $0.4120 $0.4120 $0.4120 $0.4120 $0.4120 $0.4120 $0.4120 $0.4120 $0.4120 $0.4120

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 52 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Program. Exp. Per Channel - Residential

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Standard Basic (Cont.) VH-1 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 Weather Channel $0.1607 $0.1607 $0.1607 $0.1607 $0.1607 $0.1607 $0.1607 $0.1607 $0.1607 $0.1607 $0.1607 $0.1607 WeatherScan $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 SoapNet $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 National Geographic Channel $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 Fine Living $0.1133 $0.1133 $0.1133 $0.1133 $0.1133 $0.1133 $0.1133 $0.1133 $0.1133 $0.1133 $0.1133 $0.1133 Galavision $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Biography (Includes History International) $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Annual Adjustment $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Total Standard Basic $13.4987 $13.4987 $13.4987 $13.4987 $13.4987 $13.4987 $13.4987 $13.4987 $13.4987 $13.4987 $13.4987 $13.4987

Digital Tier Discovery Kids $0.0824 $0.0824 $0.0824 $0.0824 $0.0824 $0.0824 $0.0824 $0.0824 $0.0824 $0.0824 $0.0824 $0.0824 Discovery Science $0.0824 $0.0824 $0.0824 $0.0824 $0.0824 $0.0824 $0.0824 $0.0824 $0.0824 $0.0824 $0.0824 $0.0824 Discovery Home & Leisure $0.0824 $0.0824 $0.0824 $0.0824 $0.0824 $0.0824 $0.0824 $0.0824 $0.0824 $0.0824 $0.0824 $0.0824 Discovery Health $0.0309 $0.0309 $0.0309 $0.0309 $0.0309 $0.0309 $0.0309 $0.0309 $0.0309 $0.0309 $0.0309 $0.0309 Discovery Civilization $0.0309 $0.0309 $0.0309 $0.0309 $0.0309 $0.0309 $0.0309 $0.0309 $0.0309 $0.0309 $0.0309 $0.0309 Discovery People $0.0309 $0.0309 $0.0309 $0.0309 $0.0309 $0.0309 $0.0309 $0.0309 $0.0309 $0.0309 $0.0309 $0.0309 BBC America (Free with The Discovery Channel) $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Much Music $0.1288 $0.1288 $0.1288 $0.1288 $0.1288 $0.1288 $0.1288 $0.1288 $0.1288 $0.1288 $0.1288 $0.1288 Nick 2 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 Noggin $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 Nick Games & Sports $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 WAM! $0.2876 $0.2876 $0.2876 $0.2876 $0.2876 $0.2876 $0.2876 $0.2876 $0.2876 $0.2876 $0.2876 $0.2876 Boomerang $0.0309 $0.0309 $0.0309 $0.0309 $0.0309 $0.0309 $0.0309 $0.0309 $0.0309 $0.0309 $0.0309 $0.0309 CNN fn $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Fox Sportsworld $0.1854 $0.1854 $0.1854 $0.1854 $0.1854 $0.1854 $0.1854 $0.1854 $0.1854 $0.1854 $0.1854 $0.1854 Outdoor Channel $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 MTV 2 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 MTV X Generation $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 BET on Jazz $0.0876 $0.0876 $0.0876 $0.0876 $0.0876 $0.0876 $0.0876 $0.0876 $0.0876 $0.0876 $0.0876 $0.0876 BET Gospel $0.0876 $0.0876 $0.0876 $0.0876 $0.0876 $0.0876 $0.0876 $0.0876 $0.0876 $0.0876 $0.0876 $0.0876 Wisdom Network $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 FamilyNet $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Bloomberg $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Lifetime Movie Network $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 $0.1545 Independent Film Channel $0.1648 $0.1648 $0.1648 $0.1648 $0.1648 $0.1648 $0.1648 $0.1648 $0.1648 $0.1648 $0.1648 $0.1648

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 53 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Program. Exp. Per Channel - Residential Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Digital Tier (Cont.) Style $0.1133 $0.1133 $0.1133 $0.1133 $0.1133 $0.1133 $0.1133 $0.1133 $0.1133 $0.1133 $0.1133 $0.1133 Tech TV $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 VH-1 Classic Rock (Free with VH-1) $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 VH-Country (Free with VH-1) $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 VH-1 Soul (Free with VH-1) $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 $0.1339 SoapNet $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 $0.1030 Inspirational Network $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 National Geographic $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Good Life TV $0.0824 $0.0824 $0.0824 $0.0824 $0.0824 $0.0824 $0.0824 $0.0824 $0.0824 $0.0824 $0.0824 $0.0824 Music Choice (45 Channels of Digital Audio) $0.3914 $0.3914 $0.3914 $0.3914 $0.3914 $0.3914 $0.3914 $0.3914 $0.3914 $0.3914 $0.3914 $0.3914 Biography Channel/History International $0.2163 $0.2163 $0.2163 $0.2163 $0.2163 $0.2163 $0.2163 $0.2163 $0.2163 $0.2163 $0.2163 $0.2163 Annual Programming Adjustment (Five Percent) $0.1727 $0.1727 $0.1727 $0.1727 $0.1727 $0.1727 $0.1727 $0.1727 $0.1727 $0.1727 $0.1727 $0.1727 Total Digital Basic Tier $3.6276 $3.6276 $3.6276 $3.6276 $3.6276 $3.6276 $3.6276 $3.6276 $3.6276 $3.6276 $3.6276 $3.6276

Premium Services HBO Analog Only $8.1679 $8.1679 $8.1679 $8.1679 $8.1679 $8.1679 $8.1679 $8.1679 $8.1679 $8.1679 $8.1679 $8.1679 HBO Digital Group $8.1679 $8.1679 $8.1679 $8.1679 $8.1679 $8.1679 $8.1679 $8.1679 $8.1679 $8.1679 $8.1679 $8.1679 Cinemax Digital Group $4.5835 $4.5835 $4.5835 $4.5835 $4.5835 $4.5835 $4.5835 $4.5835 $4.5835 $4.5835 $4.5835 $4.5835 Showtime Digital Group $6.5096 $6.5096 $6.5096 $6.5096 $6.5096 $6.5096 $6.5096 $6.5096 $6.5096 $6.5096 $6.5096 $6.5096 The Movie Channel Digital Group $4.7380 $4.7380 $4.7380 $4.7380 $4.7380 $4.7380 $4.7380 $4.7380 $4.7380 $4.7380 $4.7380 $4.7380 Starz/Encore Group $4.3466 $4.3466 $4.3466 $4.3466 $4.3466 $4.3466 $4.3466 $4.3466 $4.3466 $4.3466 $4.3466 $4.3466 Encore $1.6583 $1.6583 $1.6583 $1.6583 $1.6583 $1.6583 $1.6583 $1.6583 $1.6583 $1.6583 $1.6583 $1.6583 Showtime Digital Combo (Show, TMC, Flix & Sundance) $6.8495 $6.8495 $6.8495 $6.8495 $6.8495 $6.8495 $6.8495 $6.8495 $6.8495 $6.8495 $6.8495 $6.8495 HBO Digital Group/Cinemax Digital Group $10.9489 $10.9489 $10.9489 $10.9489 $10.9489 $10.9489 $10.9489 $10.9489 $10.9489 $10.9489 $10.9489 $10.9489 Digital Basic Tier with Music Choice $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Video on Demand Movies & Events $6.6950 $6.6950 $6.6950 $6.6950 $6.6950 $6.6950 $6.6950 $6.6950 $6.6950 $6.6950 $6.6950 $6.6950 Advertising Sales $1.0300 $1.0300 $1.0300 $1.0300 $1.0300 $1.0300 $1.0300 $1.0300 $1.0300 $1.0300 $1.0300 $1.0300

Pay Per View PPV 1 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 PPV 2 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 PPV 3 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 PPV 4 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 PPV 5 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 PPV 6 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 54 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Program. Exp. Per Channel - Commercial

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Limited Basic Headline News $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WBBM (2) CBS Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WGN (9) Chicago Local Off-Air $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WFLD (32) Fox Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WMAQ (5) Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WCIU (26) IND Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Local Community Channel $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WLS (7) ABC Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WPWR (50) UPN Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WTTW (11) PBS Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WCPX (38) PAX Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 TV Guide Channel $0.0219 $0.0219 $0.0219 $0.0219 $0.0219 $0.0219 $0.0219 $0.0219 $0.0219 $0.0219 $0.0219 $0.0219 WGBO (66) Univision Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WSNS (44) Telemundo Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 WYCC (22) PBS Chicago $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 TBS $0.0613 $0.0613 $0.0613 $0.0613 $0.0613 $0.0613 $0.0613 $0.0613 $0.0613 $0.0613 $0.0613 $0.0613 Local Govt/Educational/Public Access Channel $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Total Limited Basic $0.0832 $0.0832 $0.0832 $0.0832 $0.0832 $0.0832 $0.0832 $0.0832 $0.0832 $0.0832 $0.0832 $0.0832

Standard Basic A & E $0.0514 $0.0514 $0.0514 $0.0514 $0.0514 $0.0514 $0.0514 $0.0514 $0.0514 $0.0514 $0.0514 $0.0514 American Movie Classics $0.0558 $0.0558 $0.0558 $0.0558 $0.0558 $0.0558 $0.0558 $0.0558 $0.0558 $0.0558 $0.0558 $0.0558 American's Health Network $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 America's Talking $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 America's Voice Network $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Animal Planet $0.0335 $0.0335 $0.0335 $0.0335 $0.0335 $0.0335 $0.0335 $0.0335 $0.0335 $0.0335 $0.0335 $0.0335 BET $0.0328 $0.0328 $0.0328 $0.0328 $0.0328 $0.0328 $0.0328 $0.0328 $0.0328 $0.0328 $0.0328 $0.0328 BET On Jazz $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Bloomberg Television $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Bravo $0.0356 $0.0356 $0.0356 $0.0356 $0.0356 $0.0356 $0.0356 $0.0356 $0.0356 $0.0356 $0.0356 $0.0356 Cable In the Classroom $0.0093 $0.0093 $0.0093 $0.0093 $0.0093 $0.0093 $0.0093 $0.0093 $0.0093 $0.0093 $0.0093 $0.0093 Cartoon Network $0.0278 $0.0278 $0.0278 $0.0278 $0.0278 $0.0278 $0.0278 $0.0278 $0.0278 $0.0278 $0.0278 $0.0278 CMTV $0.0219 $0.0219 $0.0219 $0.0219 $0.0219 $0.0219 $0.0219 $0.0219 $0.0219 $0.0219 $0.0219 $0.0219 CNBC $0.0460 $0.0460 $0.0460 $0.0460 $0.0460 $0.0460 $0.0460 $0.0460 $0.0460 $0.0460 $0.0460 $0.0460 CNN $0.0838 $0.0838 $0.0838 $0.0838 $0.0838 $0.0838 $0.0838 $0.0838 $0.0838 $0.0838 $0.0838 $0.0838 Open $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 55 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Program. Exp. Per Channel - Commercial

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Standard Basic (Cont.) CNNfn $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 CNNSI $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Comedy Central $0.0361 $0.0361 $0.0361 $0.0361 $0.0361 $0.0361 $0.0361 $0.0361 $0.0361 $0.0361 $0.0361 $0.0361 Court TV $0.0306 $0.0306 $0.0306 $0.0306 $0.0306 $0.0306 $0.0306 $0.0306 $0.0306 $0.0306 $0.0306 $0.0306 C-Span $0.0131 $0.0131 $0.0131 $0.0131 $0.0131 $0.0131 $0.0131 $0.0131 $0.0131 $0.0131 $0.0131 $0.0131 C-Span 2 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Discovery $0.0691 $0.0691 $0.0691 $0.0691 $0.0691 $0.0691 $0.0691 $0.0691 $0.0691 $0.0691 $0.0691 $0.0691 Disney $0.1860 $0.1860 $0.1860 $0.1860 $0.1860 $0.1860 $0.1860 $0.1860 $0.1860 $0.1860 $0.1860 $0.1860 Do It Yourself Network $0.0131 $0.0131 $0.0131 $0.0131 $0.0131 $0.0131 $0.0131 $0.0131 $0.0131 $0.0131 $0.0131 $0.0131 E! Entertainment $0.0306 $0.0306 $0.0306 $0.0306 $0.0306 $0.0306 $0.0306 $0.0306 $0.0306 $0.0306 $0.0306 $0.0306 Encore $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Encore MoviePlex $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 ESPN $0.3967 $0.3967 $0.3967 $0.3967 $0.3967 $0.3967 $0.3967 $0.3967 $0.3967 $0.3967 $0.3967 $0.3967 ESPN 2 $0.0821 $0.0821 $0.0821 $0.0821 $0.0821 $0.0821 $0.0821 $0.0821 $0.0821 $0.0821 $0.0821 $0.0821 ESPN News $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 ESPN Classic Sports $0.0328 $0.0328 $0.0328 $0.0328 $0.0328 $0.0328 $0.0328 $0.0328 $0.0328 $0.0328 $0.0328 $0.0328 EWTN $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Fit TV $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 ABC Family Channel $0.0400 $0.0400 $0.0400 $0.0400 $0.0400 $0.0400 $0.0400 $0.0400 $0.0400 $0.0400 $0.0400 $0.0400 Food Network $0.0186 $0.0186 $0.0186 $0.0186 $0.0186 $0.0186 $0.0186 $0.0186 $0.0186 $0.0186 $0.0186 $0.0186 Fox News $0.0482 $0.0482 $0.0482 $0.0482 $0.0482 $0.0482 $0.0482 $0.0482 $0.0482 $0.0482 $0.0482 $0.0482 fX $0.0652 $0.0652 $0.0652 $0.0652 $0.0652 $0.0652 $0.0652 $0.0652 $0.0652 $0.0652 $0.0652 $0.0652 fX Movies (no fX in system) $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Game Show Network $0.0241 $0.0241 $0.0241 $0.0241 $0.0241 $0.0241 $0.0241 $0.0241 $0.0241 $0.0241 $0.0241 $0.0241 Golf Channel $0.0460 $0.0460 $0.0460 $0.0460 $0.0460 $0.0460 $0.0460 $0.0460 $0.0460 $0.0460 $0.0460 $0.0460 Great American Country $0.0077 $0.0077 $0.0077 $0.0077 $0.0077 $0.0077 $0.0077 $0.0077 $0.0077 $0.0077 $0.0077 $0.0077 Headline News (Free with CNN) $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 History Channel $0.0394 $0.0394 $0.0394 $0.0394 $0.0394 $0.0394 $0.0394 $0.0394 $0.0394 $0.0394 $0.0394 $0.0394 Home & Garden TV $0.0328 $0.0328 $0.0328 $0.0328 $0.0328 $0.0328 $0.0328 $0.0328 $0.0328 $0.0328 $0.0328 $0.0328 Home Shopping Network $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Independent Film Channel $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 International Channel $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Inspirational Network $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Lifetime Movie Network $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Open $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 56 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Program. Exp. Per Channel - Commercial

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Standard Basic (Cont.) Military Channel $0.0352 $0.0352 $0.0352 $0.0352 $0.0352 $0.0352 $0.0352 $0.0352 $0.0352 $0.0352 $0.0352 $0.0352 MSNBC $0.0635 $0.0635 $0.0635 $0.0635 $0.0635 $0.0635 $0.0635 $0.0635 $0.0635 $0.0635 $0.0635 $0.0635 MTV $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Much Music $0.0284 $0.0284 $0.0284 $0.0284 $0.0284 $0.0284 $0.0284 $0.0284 $0.0284 $0.0284 $0.0284 $0.0284 NASA TV $0.0646 $0.0646 $0.0646 $0.0646 $0.0646 $0.0646 $0.0646 $0.0646 $0.0646 $0.0646 $0.0646 $0.0646 The National Network $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 NET $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Newsport $0.0678 $0.0678 $0.0678 $0.0678 $0.0678 $0.0678 $0.0678 $0.0678 $0.0678 $0.0678 $0.0678 $0.0678 Nickelodeon $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Nostalgia $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Hallmark Channel $0.0926 $0.0926 $0.0926 $0.0926 $0.0926 $0.0926 $0.0926 $0.0926 $0.0926 $0.0926 $0.0926 $0.0926 Outdoor Life Network $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 The Outdoor Channel $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Ovation $0.0374 $0.0374 $0.0374 $0.0374 $0.0374 $0.0374 $0.0374 $0.0374 $0.0374 $0.0374 $0.0374 $0.0374 Oxygen $0.0158 $0.0158 $0.0158 $0.0158 $0.0158 $0.0158 $0.0158 $0.0158 $0.0158 $0.0158 $0.0158 $0.0158 Pax Family Network $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Product Information Network (PIN) $0.0475 $0.0475 $0.0475 $0.0475 $0.0475 $0.0475 $0.0475 $0.0475 $0.0475 $0.0475 $0.0475 $0.0475 QVC $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Women's Entertainment (formerly Romance Classics) $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Sci-Fi Network $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Speed Channel $0.0306 $0.0306 $0.0306 $0.0306 $0.0306 $0.0306 $0.0306 $0.0306 $0.0306 $0.0306 $0.0306 $0.0306 Fox Sports Midwest $0.0350 $0.0350 $0.0350 $0.0350 $0.0350 $0.0350 $0.0350 $0.0350 $0.0350 $0.0350 $0.0350 $0.0350 Style $0.0374 $0.0374 $0.0374 $0.0374 $0.0374 $0.0374 $0.0374 $0.0374 $0.0374 $0.0374 $0.0374 $0.0374 TBN $0.1641 $0.1641 $0.1641 $0.1641 $0.1641 $0.1641 $0.1641 $0.1641 $0.1641 $0.1641 $0.1641 $0.1641 TBS $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 TNT $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Toon Disney $0.0613 $0.0613 $0.0613 $0.0613 $0.0613 $0.0613 $0.0613 $0.0613 $0.0613 $0.0613 $0.0613 $0.0613 Travel Channel $0.1575 $0.1575 $0.1575 $0.1575 $0.1575 $0.1575 $0.1575 $0.1575 $0.1575 $0.1575 $0.1575 $0.1575 Turner Classic Movies $0.0197 $0.0197 $0.0197 $0.0197 $0.0197 $0.0197 $0.0197 $0.0197 $0.0197 $0.0197 $0.0197 $0.0197 Turner South $0.0153 $0.0153 $0.0153 $0.0153 $0.0153 $0.0153 $0.0153 $0.0153 $0.0153 $0.0153 $0.0153 $0.0153 Tech TV $0.0481 $0.0481 $0.0481 $0.0481 $0.0481 $0.0481 $0.0481 $0.0481 $0.0481 $0.0481 $0.0481 $0.0481 TV Land $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 USA Network $0.0153 $0.0153 $0.0153 $0.0153 $0.0153 $0.0153 $0.0153 $0.0153 $0.0153 $0.0153 $0.0153 $0.0153 VH-1 $0.0219 $0.0219 $0.0219 $0.0219 $0.0219 $0.0219 $0.0219 $0.0219 $0.0219 $0.0219 $0.0219 $0.0219 Weather Channel $0.0875 $0.0875 $0.0875 $0.0875 $0.0875 $0.0875 $0.0875 $0.0875 $0.0875 $0.0875 $0.0875 $0.0875

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 57 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Program. Exp. Per Channel - Commercial

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Standard Basic (Cont.) VH-1 $0.0284 $0.0284 $0.0284 $0.0284 $0.0284 $0.0284 $0.0284 $0.0284 $0.0284 $0.0284 $0.0284 $0.0284 Weather Channel $0.0341 $0.0341 $0.0341 $0.0341 $0.0341 $0.0341 $0.0341 $0.0341 $0.0341 $0.0341 $0.0341 $0.0341 WeatherScan $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 SoapNet $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 National Geographic Channel $0.0328 $0.0328 $0.0328 $0.0328 $0.0328 $0.0328 $0.0328 $0.0328 $0.0328 $0.0328 $0.0328 $0.0328 Fine Living $0.0241 $0.0241 $0.0241 $0.0241 $0.0241 $0.0241 $0.0241 $0.0241 $0.0241 $0.0241 $0.0241 $0.0241 Galavision $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Biography (Includes History International) $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 Total Standard Basic $2.8762 $2.8762 $2.8762 $2.8762 $2.8762 $2.8762 $2.8762 $2.8762 $2.8762 $2.8762 $2.8762 $2.8762

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 58 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Program. Exp. Per Channel - Commercial

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Premium Services HBO Analog Only $1.7352 $1.7352 $1.7352 $1.7352 $1.7352 $1.7352 $1.7352 $1.7352 $1.7352 $1.7352 $1.7352 $1.7352

Pay Per View PPV 1 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 PPV 2 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 $2.0000 PPV 3 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 PPV 4 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 PPV 5 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 59 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Programming Expense - Residential

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Limited Basic Headline News $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WBBM (2) CBS Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WGN (9) Chicago Local Off-Air $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WCIU (26) IND Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WPWR (50) UPN Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WTTW (11) PBS Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WCPX (38) PAX Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 TV Guide Channel $596.43 $691.86 $787.29 $882.72 $978.15 $1,041.37 $1,056.88 $1,057.41 $1,058.46 $1,059.52 $1,060.58 $1,061.64 WGBO (66) Univision Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WSNS (44) Telemundo Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WYCC (22) PBS Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 TBS $1,670.01 $1,937.21 $2,204.41 $2,471.61 $2,738.81 $2,915.84 $2,959.26 $2,960.74 $2,963.70 $2,966.66 $2,969.63 $2,972.60 Local Govt/Educational/Public Access Channel $1,670.01 $1,937.21 $2,204.41 $2,471.61 $2,738.81 $2,915.84 $2,959.26 $2,960.74 $2,963.70 $2,966.66 $2,969.63 $2,972.60 Total Limited Basic $3,936.45 $4,566.28 $5,196.11 $5,825.95 $6,455.78 $6,873.04 $6,975.39 $6,978.88 $6,985.86 $6,992.84 $6,999.83 $7,006.83

Standard Basic A & E $1,359.57 $1,577.10 $1,794.63 $2,012.16 $2,229.69 $2,373.80 $2,409.15 $2,410.36 $2,412.77 $2,415.18 $2,417.59 $2,420.01 American Movie Classics $1,475.27 $1,711.32 $1,947.36 $2,183.41 $2,419.45 $2,575.83 $2,614.19 $2,615.49 $2,618.11 $2,620.73 $2,623.35 $2,625.97 American's Health Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 America's Talking $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 America's Voice Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Animal Planet $885.16 $1,026.79 $1,168.42 $1,310.04 $1,451.67 $1,545.50 $1,568.51 $1,569.30 $1,570.86 $1,572.44 $1,574.01 $1,575.58 BET $867.81 $1,006.66 $1,145.51 $1,284.36 $1,423.21 $1,515.19 $1,537.76 $1,538.53 $1,540.06 $1,541.60 $1,543.15 $1,544.69 BET On Jazz $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Bloomberg Television $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Bravo $940.13 $1,090.55 $1,240.97 $1,391.39 $1,541.81 $1,641.46 $1,665.90 $1,666.74 $1,668.40 $1,670.07 $1,671.74 $1,673.41 Cable In the Classroom $20.49 $23.77 $27.05 $30.33 $33.60 $35.78 $36.31 $36.33 $36.36 $36.40 $36.44 $36.47 Cartoon Network $734.74 $852.30 $969.86 $1,087.42 $1,204.98 $1,282.86 $1,301.97 $1,302.62 $1,303.92 $1,305.22 $1,306.53 $1,307.84 CMTV $578.54 $671.11 $763.67 $856.24 $948.80 $1,010.13 $1,025.17 $1,025.68 $1,026.71 $1,027.74 $1,028.76 $1,029.79 CNBC $1,214.93 $1,409.32 $1,603.71 $1,798.10 $1,992.49 $2,121.27 $2,152.86 $2,153.94 $2,156.09 $2,158.25 $2,160.40 $2,162.56 CNN $2,215.80 $2,570.33 $2,924.86 $3,279.39 $3,633.92 $3,868.79 $3,926.40 $3,928.37 $3,932.30 $3,936.23 $3,940.16 $3,944.10 CNNfn $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 CNNSI $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Comedy Central $954.59 $1,107.32 $1,260.06 $1,412.79 $1,565.53 $1,666.71 $1,691.53 $1,692.38 $1,694.07 $1,695.76 $1,697.46 $1,699.16 Court TV $809.95 $939.55 $1,069.14 $1,198.73 $1,328.33 $1,414.18 $1,435.24 $1,435.96 $1,437.39 $1,438.83 $1,440.27 $1,441.71 C-Span $347.12 $402.66 $458.20 $513.74 $569.28 $606.08 $615.10 $615.41 $616.03 $616.64 $617.26 $617.88 Discovery $1,828.18 $2,120.69 $2,413.20 $2,705.71 $2,998.22 $3,192.01 $3,239.54 $3,241.16 $3,244.40 $3,247.65 $3,250.89 $3,254.14 Disney $4,917.58 $5,704.39 $6,491.21 $7,278.02 $8,064.83 $8,586.10 $8,713.95 $8,718.31 $8,727.03 $8,735.75 $8,744.49 $8,753.23

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 60 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Programming Expense - Residential

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Standard Basic (Cont.) Do It Yourself Network $347.12 $402.66 $458.20 $513.74 $569.28 $606.08 $615.10 $615.41 $616.03 $616.64 $617.26 $617.88 E! Entertainment $809.95 $939.55 $1,069.14 $1,198.73 $1,328.33 $1,414.18 $1,435.24 $1,435.96 $1,437.39 $1,438.83 $1,440.27 $1,441.71 Encore $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Encore MoviePlex $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 ESPN $10,488.91 $12,167.13 $13,845.36 $15,523.59 $17,201.81 $18,313.64 $18,586.35 $18,595.64 $18,614.24 $18,632.85 $18,651.48 $18,670.13 ESPN 2 $2,169.52 $2,516.64 $2,863.77 $3,210.89 $3,558.01 $3,787.98 $3,844.39 $3,846.31 $3,850.16 $3,854.01 $3,857.86 $3,861.72 EWTN $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Fit TV $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 ABC Family Channel $1,058.73 $1,228.12 $1,397.52 $1,566.91 $1,736.31 $1,848.54 $1,876.06 $1,877.00 $1,878.88 $1,880.76 $1,882.64 $1,884.52 Food Network $491.76 $570.44 $649.12 $727.80 $806.48 $858.61 $871.40 $871.83 $872.70 $873.58 $874.45 $875.32 Fox News $1,275.68 $1,479.79 $1,683.90 $1,888.00 $2,092.11 $2,227.33 $2,260.50 $2,261.63 $2,263.89 $2,266.16 $2,268.42 $2,270.69 fX $1,724.05 $1,999.89 $2,275.74 $2,551.59 $2,827.44 $3,010.18 $3,055.01 $3,056.54 $3,059.59 $3,062.65 $3,065.72 $3,068.78 fX Movies (no fX in system) $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Game Show Network $636.39 $738.22 $840.04 $941.86 $1,043.68 $1,111.14 $1,127.69 $1,128.25 $1,129.38 $1,130.51 $1,131.64 $1,132.77 Golf Channel $1,214.93 $1,409.32 $1,603.71 $1,798.10 $1,992.49 $2,121.27 $2,152.86 $2,153.94 $2,156.09 $2,158.25 $2,160.40 $2,162.56 Great American Country $202.49 $234.89 $267.28 $299.68 $332.08 $353.55 $358.81 $358.99 $359.35 $359.71 $360.07 $360.43 Headline News (Free with CNN) $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 History Channel $1,041.37 $1,207.99 $1,374.61 $1,541.23 $1,707.85 $1,818.23 $1,845.31 $1,846.23 $1,848.08 $1,849.92 $1,851.77 $1,853.63 Home & Garden TV $867.81 $1,006.66 $1,145.51 $1,284.36 $1,423.21 $1,515.19 $1,537.76 $1,538.53 $1,540.06 $1,541.60 $1,543.15 $1,544.69 Home Shopping Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Independent Film Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 International Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Inspirational Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Lifetime Movie Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Open $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Learning Channel $931.45 $1,080.48 $1,229.51 $1,378.54 $1,527.57 $1,626.31 $1,650.53 $1,651.35 $1,653.00 $1,654.65 $1,656.31 $1,657.97 Lifetime $1,677.76 $1,946.20 $2,214.65 $2,483.09 $2,751.53 $2,929.37 $2,973.00 $2,974.48 $2,977.46 $2,980.43 $2,983.41 $2,986.40 Military Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 MSNBC $752.10 $872.44 $992.77 $1,113.11 $1,233.44 $1,313.17 $1,332.72 $1,333.39 $1,334.72 $1,336.06 $1,337.39 $1,338.73 MTV $1,706.69 $1,979.76 $2,252.83 $2,525.90 $2,798.97 $2,979.88 $3,024.25 $3,025.77 $3,028.79 $3,031.82 $3,034.85 $3,037.89 Much Music $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 NASA TV $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 The National Network $1,793.47 $2,080.43 $2,367.38 $2,654.34 $2,941.29 $3,131.40 $3,178.03 $3,179.62 $3,182.80 $3,185.98 $3,189.17 $3,192.36 NET $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Newsport $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Nickelodeon $2,447.22 $2,838.77 $3,230.33 $3,621.88 $4,013.44 $4,272.84 $4,336.47 $4,338.64 $4,342.98 $4,347.32 $4,351.67 $4,356.02

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 61 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Programming Expense - Residential

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Standard Basic (Cont.) Nostalgia $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Hallmark Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Outdoor Life Network $989.30 $1,147.59 $1,305.88 $1,464.17 $1,622.45 $1,727.32 $1,753.04 $1,753.92 $1,755.67 $1,757.43 $1,759.19 $1,760.94 The Outdoor Channel $416.55 $483.20 $549.84 $616.49 $683.14 $727.29 $738.12 $738.49 $739.23 $739.97 $740.71 $741.45 Ovation $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Oxygen $1,255.43 $1,456.30 $1,657.17 $1,858.04 $2,058.90 $2,191.98 $2,224.62 $2,225.73 $2,227.96 $2,230.19 $2,232.42 $2,234.65 Pax Family Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Product Information Network (PIN) $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 QVC $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Women's Entertainment (formerly Romance Classics) $809.95 $939.55 $1,069.14 $1,198.73 $1,328.33 $1,414.18 $1,435.24 $1,435.96 $1,437.39 $1,438.83 $1,440.27 $1,441.71 Sci-Fi Network $925.66 $1,073.77 $1,221.87 $1,369.98 $1,518.09 $1,616.21 $1,640.27 $1,641.09 $1,642.73 $1,644.38 $1,646.02 $1,647.67 Speed Channel $989.30 $1,147.59 $1,305.88 $1,464.17 $1,622.45 $1,727.32 $1,753.04 $1,753.92 $1,755.67 $1,757.43 $1,759.19 $1,760.94 Fox Sports Midwest $4,339.04 $5,033.29 $5,727.53 $6,421.78 $7,116.03 $7,575.97 $7,688.78 $7,692.63 $7,700.32 $7,708.02 $7,715.73 $7,723.44 Style $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 TBN $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 TBS $1,619.91 $1,879.09 $2,138.28 $2,397.46 $2,656.65 $2,828.36 $2,870.48 $2,871.91 $2,874.79 $2,877.66 $2,880.54 $2,883.42 TNT $4,165.48 $4,831.96 $5,498.43 $6,164.91 $6,831.39 $7,272.93 $7,381.23 $7,384.92 $7,392.31 $7,399.70 $7,407.10 $7,414.50 Toon Disney $520.68 $603.99 $687.30 $770.61 $853.92 $909.12 $922.65 $923.12 $924.04 $924.96 $925.89 $926.81 Travel Channel $404.98 $469.77 $534.57 $599.37 $664.16 $707.09 $717.62 $717.98 $718.70 $719.42 $720.13 $720.85 Turner Classic Movies $1,272.79 $1,476.43 $1,680.08 $1,883.72 $2,087.37 $2,222.28 $2,255.38 $2,256.50 $2,258.76 $2,261.02 $2,263.28 $2,265.54 Turner South $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Tech TV $404.98 $469.77 $534.57 $599.37 $664.16 $707.09 $717.62 $717.98 $718.70 $719.42 $720.13 $720.85 TV Land $578.54 $671.11 $763.67 $856.24 $948.80 $1,010.13 $1,025.17 $1,025.68 $1,026.71 $1,027.74 $1,028.76 $1,029.79 USA Network $2,314.16 $2,684.42 $3,054.69 $3,424.95 $3,795.21 $4,040.52 $4,100.68 $4,102.73 $4,106.84 $4,110.94 $4,115.05 $4,119.17 VH-1 $752.10 $872.44 $992.77 $1,113.11 $1,233.44 $1,313.17 $1,332.72 $1,333.39 $1,334.72 $1,336.06 $1,337.39 $1,338.73 Weather Channel $902.52 $1,046.92 $1,191.33 $1,335.73 $1,480.13 $1,575.80 $1,599.27 $1,600.07 $1,601.67 $1,603.27 $1,604.87 $1,606.48 WeatherScan $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 SoapNet $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 National Geographic Channel $867.81 $1,006.66 $1,145.51 $1,284.36 $1,423.21 $1,515.19 $1,537.76 $1,538.53 $1,540.06 $1,541.60 $1,543.15 $1,544.69 Fine Living $636.39 $738.22 $840.04 $941.86 $1,043.68 $1,111.14 $1,127.69 $1,128.25 $1,129.38 $1,130.51 $1,131.64 $1,132.77 Galavision $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Biography (Includes History International) $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 62 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Programming Expense - Residential

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Standard Basic (Cont.) Annual Adjustment $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Total Standard Basic $74,952.84 $86,945.30 $98,937.75 $110,930.21 $122,922.66 $130,867.66 $132,816.43 $132,882.84 $133,015.73 $133,148.74 $133,281.89 $133,415.17

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 63 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Programming Expense - Residential

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Premiums HBO Digital Group $3,783.76 $4,389.17 $4,994.57 $5,599.97 $6,205.37 $6,606.45 $6,704.83 $6,708.18 $6,714.89 $6,721.60 $6,728.33 $6,735.05 Cinemax Digital Group $1,592.47 $1,847.27 $2,102.06 $2,356.86 $2,611.66 $2,780.46 $2,821.86 $2,823.27 $2,826.10 $2,828.92 $2,831.75 $2,834.58 Showtime Digital Group $2,261.67 $2,623.54 $2,985.40 $3,347.27 $3,709.14 $3,948.87 $4,007.68 $4,009.68 $4,013.69 $4,017.71 $4,021.72 $4,025.74 The Movie Channel Digital Group $1,371.79 $1,591.28 $1,810.77 $2,030.25 $2,249.74 $2,395.15 $2,430.82 $2,432.03 $2,434.46 $2,436.90 $2,439.34 $2,441.78 Starz/Encore Group $3,146.18 $3,649.57 $4,152.95 $4,656.34 $5,159.73 $5,493.23 $5,575.03 $5,577.81 $5,583.39 $5,588.98 $5,594.56 $5,600.16 Flix Group $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Independent Film Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Sundance Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Showtime Digital Combo (Show, TMC, Flix & Sundance) $5,949.41 $6,901.31 $7,853.22 $8,805.12 $9,757.03 $10,387.66 $10,542.35 $10,547.62 $10,558.17 $10,568.73 $10,579.30 $10,589.87 HBO Digital Group/Cinemax Digital Group $3,170.04 $3,677.24 $4,184.45 $4,691.65 $5,198.86 $5,534.88 $5,617.30 $5,620.11 $5,625.73 $5,631.36 $5,636.99 $5,642.62 Sundance, Flix, Independent Film Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Digital Basic Tier with Music Choice $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Video on Demand Movies & Events $4,264.49 $4,946.81 $5,629.12 $6,311.44 $6,993.76 $7,445.79 $7,556.67 $7,560.45 $7,568.01 $7,575.58 $7,583.15 $7,590.74 Advertising Sales $5,964.32 $6,918.61 $7,872.90 $8,827.19 $9,781.48 $10,413.70 $10,568.77 $10,574.06 $10,584.63 $10,595.21 $10,605.81 $10,616.42 Open $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Open $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Open $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Total $31,504.12 $36,544.78 $41,585.44 $46,626.10 $51,666.76 $55,006.20 $55,825.31 $55,853.22 $55,909.07 $55,964.98 $56,020.95 $56,076.97

Pay Per View PPV 1 $772.08 $895.61 $1,019.15 $1,142.68 $1,266.21 $1,348.05 $1,368.13 $1,368.81 $1,370.18 $1,371.55 $1,372.92 $1,374.29 PPV 2 $772.08 $895.61 $1,019.15 $1,142.68 $1,266.21 $1,348.05 $1,368.13 $1,368.81 $1,370.18 $1,371.55 $1,372.92 $1,374.29 PPV 3 $772.08 $895.61 $1,019.15 $1,142.68 $1,266.21 $1,348.05 $1,368.13 $1,368.81 $1,370.18 $1,371.55 $1,372.92 $1,374.29 PPV 4 $772.08 $895.61 $1,019.15 $1,142.68 $1,266.21 $1,348.05 $1,368.13 $1,368.81 $1,370.18 $1,371.55 $1,372.92 $1,374.29 PPV 5 $772.08 $895.61 $1,019.15 $1,142.68 $1,266.21 $1,348.05 $1,368.13 $1,368.81 $1,370.18 $1,371.55 $1,372.92 $1,374.29 PPV 6 $772.08 $895.61 $1,019.15 $1,142.68 $1,266.21 $1,348.05 $1,368.13 $1,368.81 $1,370.18 $1,371.55 $1,372.92 $1,374.29 Open $772.08 $895.61 $1,019.15 $1,142.68 $1,266.21 $1,348.05 $1,368.13 $1,368.81 $1,370.18 $1,371.55 $1,372.92 $1,374.29 Open $772.08 $895.61 $1,019.15 $1,142.68 $1,266.21 $1,348.05 $1,368.13 $1,368.81 $1,370.18 $1,371.55 $1,372.92 $1,374.29 Open $772.08 $895.61 $1,019.15 $1,142.68 $1,266.21 $1,348.05 $1,368.13 $1,368.81 $1,370.18 $1,371.55 $1,372.92 $1,374.29 Total $6,948.72 $8,060.52 $9,172.31 $10,284.11 $11,395.90 $12,132.47 $12,313.13 $12,319.29 $12,331.61 $12,343.94 $12,356.28 $12,368.64

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 64 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Programming Expense - Commercial

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Limited Basic Headline News $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WBBM (2) CBS Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WGN (9) Chicago Local Off-Air $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WFLD (32) Fox Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WMAQ (5) Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WCIU (26) IND Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Local Community Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WLS (7) ABC Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WPWR (50) UPN Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WTTW (11) PBS Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WCPX (38) PAX Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 TV Guide Channel $2.72 $3.16 $3.60 $4.03 $4.47 $4.76 $4.83 $4.83 $4.83 $4.84 $4.84 $4.85 WGBO (66) Univision Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WSNS (44) Telemundo Chicago $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WYCC (22) PBS Chicago $10.35 $12.01 $13.66 $15.32 $16.98 $18.07 $18.34 $18.35 $18.37 $18.39 $18.41 $18.43 TBS $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Local Govt/Educational/Public Access Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Total Limited Basic $2.72 $3.16 $3.60 $4.03 $4.47 $4.76 $4.83 $4.83 $4.83 $4.84 $4.84 $4.85

Standard Basic A & E $6.40 $7.43 $8.45 $9.47 $10.50 $11.18 $11.34 $11.35 $11.36 $11.37 $11.38 $11.40 American Movie Classics $6.95 $8.06 $9.17 $10.28 $11.39 $12.13 $12.31 $12.32 $12.33 $12.34 $12.35 $12.37 American's Health Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 America's Talking $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 America's Voice Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Animal Planet $4.17 $4.84 $5.50 $6.17 $6.84 $7.28 $7.39 $7.39 $7.40 $7.40 $7.41 $7.42 BET $4.09 $4.74 $5.39 $6.05 $6.70 $7.13 $7.24 $7.24 $7.25 $7.26 $7.27 $7.27 BET On Jazz $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Bloomberg Television $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Bravo $4.43 $5.14 $5.84 $6.55 $7.26 $7.73 $7.84 $7.85 $7.86 $7.86 $7.87 $7.88 Cable In the Classroom $1.16 $1.34 $1.53 $1.71 $1.90 $2.02 $2.05 $2.05 $2.05 $2.06 $2.06 $2.06 Cartoon Network $3.46 $4.01 $4.57 $5.12 $5.67 $6.04 $6.13 $6.13 $6.14 $6.15 $6.15 $6.16 CMTV $2.72 $3.16 $3.60 $4.03 $4.47 $4.76 $4.83 $4.83 $4.83 $4.84 $4.84 $4.85 CNBC $5.72 $6.64 $7.55 $8.47 $9.38 $9.99 $10.14 $10.14 $10.15 $10.16 $10.17 $10.18 CNN $10.43 $12.10 $13.77 $15.44 $17.11 $18.22 $18.49 $18.50 $18.52 $18.54 $18.55 $18.57

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan 65 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Programming Expense - Commercial

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Standard Basic (Cont.) CNNfn $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 CNNSI $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Comedy Central $4.50 $5.21 $5.93 $6.65 $7.37 $7.85 $7.97 $7.97 $7.98 $7.99 $7.99 $8.00 Court TV $3.81 $4.42 $5.03 $5.64 $6.25 $6.66 $6.76 $6.76 $6.77 $6.78 $6.78 $6.79 C-Span $1.63 $1.90 $2.16 $2.42 $2.68 $2.85 $2.90 $2.90 $2.90 $2.90 $2.91 $2.91 C-Span 2 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Discovery $8.61 $9.99 $11.36 $12.74 $14.12 $15.03 $15.25 $15.26 $15.28 $15.29 $15.31 $15.32 Disney $23.16 $26.86 $30.57 $34.27 $37.98 $40.43 $41.03 $41.05 $41.09 $41.14 $41.18 $41.22 Do It Yourself Network $1.63 $1.90 $2.16 $2.42 $2.68 $2.85 $2.90 $2.90 $2.90 $2.90 $2.91 $2.91 E! Entertainment $3.81 $4.42 $5.03 $5.64 $6.25 $6.66 $6.76 $6.76 $6.77 $6.78 $6.78 $6.79 Encore $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Encore MoviePlex $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 ESPN $49.39 $57.29 $65.20 $73.10 $81.00 $86.24 $87.52 $87.56 $87.65 $87.74 $87.83 $87.92 ESPN 2 $10.22 $11.85 $13.49 $15.12 $16.75 $17.84 $18.10 $18.11 $18.13 $18.15 $18.17 $18.18 ESPN News $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 ESPN Classic Sports $4.09 $4.74 $5.39 $6.05 $6.70 $7.13 $7.24 $7.24 $7.25 $7.26 $7.27 $7.27 EWTN $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Fit TV $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 ABC Family Channel $4.99 $5.78 $6.58 $7.38 $8.18 $8.70 $8.83 $8.84 $8.85 $8.86 $8.87 $8.87 Food Network $2.32 $2.69 $3.06 $3.43 $3.80 $4.04 $4.10 $4.11 $4.11 $4.11 $4.12 $4.12 Fox News $6.01 $6.97 $7.93 $8.89 $9.85 $10.49 $10.64 $10.65 $10.66 $10.67 $10.68 $10.69 fX $8.12 $9.42 $10.72 $12.02 $13.31 $14.17 $14.39 $14.39 $14.41 $14.42 $14.44 $14.45 fX Movies (no fX in system) $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Game Show Network $3.00 $3.48 $3.96 $4.44 $4.91 $5.23 $5.31 $5.31 $5.32 $5.32 $5.33 $5.33 Golf Channel $5.72 $6.64 $7.55 $8.47 $9.38 $9.99 $10.14 $10.14 $10.15 $10.16 $10.17 $10.18 Great American Country $0.95 $1.11 $1.26 $1.41 $1.56 $1.66 $1.69 $1.69 $1.69 $1.69 $1.70 $1.70 Headline News (Free with CNN) $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 History Channel $4.90 $5.69 $6.47 $7.26 $8.04 $8.56 $8.69 $8.69 $8.70 $8.71 $8.72 $8.73 Home & Garden TV $4.09 $4.74 $5.39 $6.05 $6.70 $7.13 $7.24 $7.24 $7.25 $7.26 $7.27 $7.27 Home Shopping Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Independent Film Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 International Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Inspirational Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Lifetime Movie Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Open $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 66 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Programming Expense - Commercial

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Standard Basic (Cont.) Learning Channel $4.39 $5.09 $5.79 $6.49 $7.19 $7.66 $7.77 $7.78 $7.78 $7.79 $7.80 $7.81 Lifetime $7.90 $9.16 $10.43 $11.69 $12.96 $13.79 $14.00 $14.01 $14.02 $14.03 $14.05 $14.06 Military Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 MSNBC $3.54 $4.11 $4.67 $5.24 $5.81 $6.18 $6.28 $6.28 $6.29 $6.29 $6.30 $6.30 MTV $8.04 $9.32 $10.61 $11.89 $13.18 $14.03 $14.24 $14.25 $14.26 $14.28 $14.29 $14.31 Much Music $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 NASA TV $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 The National Network $8.45 $9.80 $11.15 $12.50 $13.85 $14.75 $14.96 $14.97 $14.99 $15.00 $15.02 $15.03 NET $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Newsport $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Nickelodeon $11.52 $13.37 $15.21 $17.05 $18.90 $20.12 $20.42 $20.43 $20.45 $20.47 $20.49 $20.51 Nostalgia $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Hallmark Channel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Outdoor Life Network $4.66 $5.40 $6.15 $6.89 $7.64 $8.13 $8.25 $8.26 $8.27 $8.28 $8.28 $8.29 The Outdoor Channel $1.96 $2.28 $2.59 $2.90 $3.22 $3.42 $3.48 $3.48 $3.48 $3.48 $3.49 $3.49 Ovation $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Oxygen $5.91 $6.86 $7.80 $8.75 $9.70 $10.32 $10.48 $10.48 $10.49 $10.50 $10.51 $10.52 Pax Family Network $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Product Information Network (PIN) $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 QVC $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Women's Entertainment (formerly Romance Classics) $3.81 $4.42 $5.03 $5.64 $6.25 $6.66 $6.76 $6.76 $6.77 $6.78 $6.78 $6.79 Sci-Fi Network $4.36 $5.06 $5.75 $6.45 $7.15 $7.61 $7.72 $7.73 $7.74 $7.74 $7.75 $7.76 Speed Channel $4.66 $5.40 $6.15 $6.89 $7.64 $8.13 $8.25 $8.26 $8.27 $8.28 $8.28 $8.29 Fox Sports Midwest $20.43 $23.70 $26.97 $30.24 $33.51 $35.67 $36.21 $36.22 $36.26 $36.30 $36.33 $36.37 Style $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 TBN $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 TBS $7.63 $8.85 $10.07 $11.29 $12.51 $13.32 $13.52 $13.52 $13.54 $13.55 $13.56 $13.58 TNT $19.61 $22.75 $25.89 $29.03 $32.17 $34.25 $34.76 $34.77 $34.81 $34.84 $34.88 $34.91 Toon Disney $2.45 $2.84 $3.24 $3.63 $4.02 $4.28 $4.34 $4.35 $4.35 $4.36 $4.36 $4.36 Travel Channel $1.91 $2.21 $2.52 $2.82 $3.13 $3.33 $3.38 $3.38 $3.38 $3.39 $3.39 $3.39 Turner Classic Movies $5.99 $6.95 $7.91 $8.87 $9.83 $10.46 $10.62 $10.63 $10.64 $10.65 $10.66 $10.67 Turner South $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Tech TV $1.91 $2.21 $2.52 $2.82 $3.13 $3.33 $3.38 $3.38 $3.38 $3.39 $3.39 $3.39 TV Land $2.72 $3.16 $3.60 $4.03 $4.47 $4.76 $4.83 $4.83 $4.83 $4.84 $4.84 $4.85 USA Network $10.90 $12.64 $14.38 $16.13 $17.87 $19.03 $19.31 $19.32 $19.34 $19.36 $19.38 $19.40

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 67 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Programming Expense - Commercial

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Standard Basic (Cont.) VH-1 $3.54 $4.11 $4.67 $5.24 $5.81 $6.18 $6.28 $6.28 $6.29 $6.29 $6.30 $6.30 Weather Channel $4.25 $4.93 $5.61 $6.29 $6.97 $7.42 $7.53 $7.53 $7.54 $7.55 $7.56 $7.56 WeatherScan $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 SoapNet $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 National Geographic Channel $4.09 $4.74 $5.39 $6.05 $6.70 $7.13 $7.24 $7.24 $7.25 $7.26 $7.27 $7.27 Fine Living $3.00 $3.48 $3.96 $4.44 $4.91 $5.23 $5.31 $5.31 $5.32 $5.32 $5.33 $5.33 Galavision $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Biography (Includes History International) $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Open $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Open $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Open $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Open $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Open $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Annual Adjustment $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Total Standard Basic $358.09 $415.39 $472.68 $529.97 $587.27 $625.23 $634.54 $634.85 $635.49 $636.12 $636.76 $637.40

HBO Analog Only $216.03 $250.60 $285.17 $319.73 $354.30 $377.20 $382.81 $383.00 $383.39 $383.77 $384.15 $384.54 Pay Per View $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 68 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Begin All Services

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Basic 5,327 6,254 7,180 8,107 9,033 9,960 10,261 10,261 10,271 10,281 10,292 10,302 Expanded Basic 5,168 6,066 6,965 7,864 8,762 9,661 9,953 9,953 9,963 9,973 9,983 9,993 Business Basic 11 13 14 16 18 20 21 21 21 21 21 21 Line Maintenance Plan 3,463 4,065 4,667 5,269 5,872 6,474 6,670 6,670 6,676 6,683 6,690 6,696 HBO Digital Group 426 500 574 649 723 797 821 821 822 823 823 824 Cinemax Digital Group 320 375 431 486 542 598 616 616 616 617 618 618 Showtime Digital Group 320 375 431 486 542 598 616 616 616 617 618 618 The Movie Channel Digital Group 266 313 359 405 452 498 513 513 514 514 515 515 Starz/Encore Group 666 782 898 1,013 1,129 1,245 1,283 1,283 1,284 1,285 1,286 1,288 Flix Group 000000000000 Independent Film Channel 000000000000 Sundance Channel 000000000000 Showtime Digital Combo (Show, TMC, Flix & Sundance) 799 938 1,077 1,216 1,355 1,494 1,539 1,539 1,541 1,542 1,544 1,545 HBO Digital Group/Cinemax Digital Group 266 313 359 405 452 498 513 513 514 514 515 515 Sundance, Flix, Independent Film Channel 000000000000 Digital Basic Tier with Music Choice 1,279 1,501 1,723 1,946 2,168 2,390 2,463 2,463 2,465 2,468 2,470 2,472 Video on Demand Movies & Events 586 688 790 892 994 1,096 1,129 1,129 1,130 1,131 1,132 1,133 Advertising Sales 5,327 6,254 7,180 8,107 9,033 9,960 10,261 10,261 10,271 10,281 10,292 10,302 Open 000000000000 Open 000000000000 Open 000000000000

Commercial Basic 115 134 154 174 194 214 221 221 221 221 221 221 Commercial HBO 23 27 31 35 39 43 44 44 44 44 44 44 Commercial Pay Per View 000000000000

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 69 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Begin All Services (Cont.)

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Standard High Speed Data - Level 1 168 206 247 290 336 384 420 450 480 510 539 569 Silver High Speed Data - Level 2 437 581 730 887 1,050 1,220 1,328 1,404 1,481 1,558 1,635 1,711 Gold & Platnimum High Speed Data - Level 3 317 389 465 547 633 725 793 849 906 962 1,018 1,074

Standard Business High Speed Data - Level 1 11 13 15 17 19 21 22 22 22 22 22 22 Standard Business High Speed Data - Level 2 23 26 30 34 38 42 43 43 43 43 43 44 Business Plus High Speed Data - Level 1 34 39 45 51 57 63 65 65 65 65 65 65 Business Plus High Speed Data - Level 2 45 52 60 68 76 83 86 86 86 86 86 86 Business Elite High Speed Data - Level 1 56 65 75 85 94 104 107 107 107 107 107 108 Business Elite High Speed Data - Level 2 67 78 90 101 113 125 128 128 129 129 129 129 Direct Business High Speed Data - Level 1 78 91 105 118 132 145 150 150 150 150 150 150 Direct Business High Speed Data - Level 2 89 104 120 135 151 166 171 171 171 171 172 172

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 70 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Add All Services

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Basic 926 926 926 926 926 301 0 10 10 10 10 10 Expanded Basic 899 899 899 899 899 292 0 10 10 10 10 10 Business Basic 222221000000 Line Maintenance Plan 602 602 602 602 602 196077777 HBO Digital Group 74 74 74 74 74 24011111 Cinemax Digital Group 56 56 56 56 56 18011111 Showtime Digital Group 56 56 56 56 56 18011111 The Movie Channel Digital Group 46 46 46 46 46 15011111 Starz/Encore Group 116 116 116 116 116 38011111 Flix Group 000000000000 Independent Film Channel 000000000000 Sundance Channel 000000000000 Showtime Digital Combo (Show, TMC, Flix & Sundance) 139 139 139 139 139 45022222

Commercial Basic 20 20 20 20 206000000 Commercial HBO 444441000000 Commercial Pay Per View 000000000000

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 71 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Add All Services (Cont.)

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Standard High Speed Data - Level 1 19 19 19 19 196000000 Silver High Speed Data - Level 2 95 95 95 95 95 31011111 Gold & Platnimum High Speed Data - Level 3 36 36 36 36 36 12000000 High Speed Data - Level 1 - Remarket 20 22 25 28 31 32 32 32 32 32 32 32 High Speed Data - Level 2 - Remarket 51 58 66 73 81 83 83 83 84 84 84 84 High Speed Data - Level 3 - Remarket 37 42 48 53 59 60 60 61 61 61 61 61 Total 258 274 290 306 322 225 176 178 178 178 178 178

Standard Business High Speed Data - Level 1 222221000000 Standard Business High Speed Data - Level 2 444441000000 Business Plus High Speed Data - Level 1 666662000000 Business Plus High Speed Data - Level 2 888883000000 Business Elite High Speed Data - Level 1 10 10 10 10 103000000 Business Elite High Speed Data - Level 2 12 12 12 12 124000000 Direct Business High Speed Data - Level 1 14 14 14 14 144000000 Direct Business High Speed Data - Level 2 15 15 15 15 155000000 Total 70 70 70 70 70 23011111

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 72 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 End All Services

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Basic 6,254 7,180 8,107 9,033 9,960 10,261 10,261 10,271 10,281 10,292 10,302 10,312 Expanded Basic 6,066 6,965 7,864 8,762 9,661 9,953 9,953 9,963 9,973 9,983 9,993 10,003 Business Basic 13 14 16 18 20 21 21 21 21 21 21 21 Line Maintenance Plan 4,065 4,667 5,269 5,872 6,474 6,670 6,670 6,676 6,683 6,690 6,696 6,703 HBO Digital Group 500 574 649 723 797 821 821 822 823 823 824 825 Cinemax Digital Group 375 431 486 542 598 616 616 616 617 618 618 619 Showtime Digital Group 375 431 486 542 598 616 616 616 617 618 618 619 The Movie Channel Digital Group 313 359 405 452 498 513 513 514 514 515 515 516 Starz/Encore Group 782 898 1,013 1,129 1,245 1,283 1,283 1,284 1,285 1,286 1,288 1,289 Flix Group 000000000000 Independent Film Channel 000000000000 Sundance Channel 000000000000 Showtime Digital Combo (Show, TMC, Flix & Sundance) 938 1,077 1,216 1,355 1,494 1,539 1,539 1,541 1,542 1,544 1,545 1,547

Commercial Basic 134 154 174 194 214 221 221 221 221 221 221 222 Commercial HBO 27 31 35 39 43 44 44 44 44 44 44 44 Commercial Pay Per View 000000000000

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 73 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 End All Services (Cont.)

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

High Speed Data - Level 1 Disconnects 111222223333 High Speed Data - Level 2 Disconnects 344567778899 High Speed Data - Level 3 Disconnects 223344455556

High Speed Data - Level 1 Net 206 247 290 336 384 420 450 480 510 539 569 598 High Speed Data - Level 2 Net 581 730 887 1,050 1,220 1,328 1,404 1,481 1,558 1,635 1,711 1,787 High Speed Data - Level 3 Net 389 465 547 633 725 793 849 906 962 1,018 1,074 1,129

Standard Business High Speed Data - Level 1 13 15 17 19 21 22 22 22 22 22 22 22 Standard Business High Speed Data - Level 2 26 30 34 38 42 43 43 43 43 43 44 44 Business Plus High Speed Data - Level 1 39 45 51 57 63 65 65 65 65 65 65 65 Business Plus High Speed Data - Level 2 52 60 68 76 83 86 86 86 86 86 86 86 Business Elite High Speed Data - Level 1 65 75 85 94 104 107 107 107 107 107 108 108 Business Elite High Speed Data - Level 2 78 90 101 113 125 128 128 129 129 129 129 129 Direct Business High Speed Data - Level 1 91 105 118 132 145 150 150 150 150 150 150 150 Direct Business High Speed Data - Level 2 104 120 135 151 166 171 171 171 171 172 172 172 Total Commercial High Speed Data 471 540 610 680 750 772 772 773 774 775 775 776

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 74 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Average All Services

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Basic 5,791 6,717 7,644 8,570 9,497 10,110 10,261 10,266 10,276 10,287 10,297 10,307 Expanded Basic 5,617 6,516 7,414 8,313 9,212 9,807 9,953 9,958 9,968 9,978 9,988 9,998 Business Basic 12 13 15 17 19 20 21 21 21 21 21 21 Line Maintenance Plan 3,764 4,366 4,968 5,571 6,173 6,572 6,670 6,673 6,680 6,686 6,693 6,700 HBO Digital Group 463 537 611 686 760 809 821 821 822 823 824 825 Cinemax Digital Group 347 403 459 514 570 607 616 616 617 617 618 618 Showtime Digital Group 347 403 459 514 570 607 616 616 617 617 618 618 The Movie Channel Digital Group 290 336 382 429 475 506 513 513 514 514 515 515 Starz/Encore Group 724 840 955 1,071 1,187 1,264 1,283 1,283 1,285 1,286 1,287 1,288 Flix Group 000000000000 Independent Film Channel 000000000000 Sundance Channel 000000000000 Showtime Digital Combo (Show, TMC, Flix & Sundance) 869 1,008 1,147 1,286 1,424 1,517 1,539 1,540 1,541 1,543 1,545 1,546 HBO Digital Group/Cinemax Digital Group 290 336 382 429 475 506 513 513 514 514 515 515 Sundance, Flix, Independent Film Channel 000000000000 Digital Basic Tier with Music Choice 1,390 1,612 1,834 2,057 2,279 2,426 2,463 2,464 2,466 2,469 2,471 2,474 Video on Demand Movies & Events 637 739 841 943 1,045 1,112 1,129 1,129 1,130 1,132 1,133 1,134 Advertising Sales 5,791 6,717 7,644 8,570 9,497 10,110 10,261 10,266 10,276 10,287 10,297 10,307 Open 000000000000 Open 000000000000 Open 000000000000

Commercial Basic 125 144 164 184 204 217 221 221 221 221 221 222 Commercial HBO 25 29 33 37 41 43 44 44 44 44 44 44 Commercial Pay Per View 000000000000

Confidential 9/20/2002 United Telesystems, Inc. Tri-Cities Consolidated Plan Page: 75 Tri-Cities, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Average All Services (Cont.)

Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24

Standard High Speed Data - Level 1 187 226 268 313 360 402 435 465 495 525 554 584 Silver High Speed Data - Level 2 509 655 809 969 1,135 1,274 1,366 1,443 1,520 1,596 1,673 1,749 Gold & Platnimum High Speed Data - Level 3 353 427 506 590 679 759 821 877 934 990 1,046 1,101 Total 1,049 1,309 1,583 1,871 2,174 2,435 2,622 2,785 2,948 3,111 3,273 3,434

Standard Business High Speed Data - Level 1 12 14 16 18 20 22 22 22 22 22 22 22 Standard Business High Speed Data - Level 2 24 28 32 36 40 43 43 43 43 43 43 44 Business Plus High Speed Data - Level 1 36 42 48 54 60 64 65 65 65 65 65 65 Business Plus High Speed Data - Level 2 48 56 64 72 79 85 86 86 86 86 86 86 Business Elite High Speed Data - Level 1 60 70 80 90 99 106 107 107 107 107 108 108 Business Elite High Speed Data - Level 2 72 84 96 107 119 127 128 129 129 129 129 129 Direct Business High Speed Data - Level 1 84 98 112 125 139 148 150 150 150 150 150 150 Direct Business High Speed Data - Level 2 97 112 127 143 158 168 171 171 171 171 172 172 Total 436 506 575 645 715 761 772 773 773 774 775 776

Confidential 9/20/2002 United Telesystems, Inc. United Telesystems, Inc.

GENEVA FIBER NETWORK BROADBAND NETWORK HEADEND COSTS

QTY DESCRIPTION MODEL PART # PRICE PRICE

ANTENNAS 1 SIMULSAT 5 MULTIBEAM ANTENNA SIM 5 $67,500.00 $67,500.00 18 DIGITAL LNB $126.00 $2,268.00 1 SABRE 195' TOWER W/ANTENNA INSTALL $140,000.00 $140,000.00 1 HEADEND BUILDING & GENERATOR $350,000.00 $350,000.00 1 NOAA WEATHER ANTENNA Hollyanne $150.00 $150.00 1 FM BROADCAST ANTENNA Hollyanne $2,500.00 $2,500.00 2 VHF 2-6 ANTENNA Wade WL2-6/S $794.46 $1,588.92 3 VHF 7-13 ANTENNA Wade WL7-13/S $794.46 $2,383.38 9 UHF ANTENNA Wade UHF $310.00 $2,790.00 $569,180.30

ANALOG HEADEND EQUIPMENT 47 IRD RECEIVER/DESCRAMBER 9660 PRO IRD SA $1,532.00 $72,004.00 8 MODEL 9660-RO RECEIVER ONLY 9660-RO SA $925.00 $7,400.00 5 POWER VU SATELLITE RECEIVERS D9223 SA $1,700.00 $8,500.00 15 DIGITAL TO ANALOG RECEIVERS CDSR-4500 $1,700.00 $25,500.00 2 RECEIVER, MPEG 2 UNITY 4000 WEGNER $2,775.00 $5,550.00 10 SIGNAL PROCESSORS SP450 $775.00 $7,750.00 11 6270 AGILE DEMODULATOR 6270/568550 SA $4,065.00 $44,715.00 44 NONAURAL CONT. MODULATOR 9825M 741140 $2,339.00 $102,916.00 36 STEREO MODULATOR 9825d 741130 $4,028.00 $145,008.00 80 REAR INTERFACE MODULE MODULATOR 9815 741150 $445.00 $35,600.00 10 CONTROL MODULE 9810 546100 $665.00 $6,650.00 20 REAR INTERFACE MODULE CONTROL 9801 546020 $197.00 $3,940.00 15 CONTINUUM BLANK MODULES SA $22.00 $330.00 11 CHASIS 19' BLACK 9800 5565410 $256.00 $2,816.00 1 HOLLYANNE EAS SYSTEM 6120A $22,500.00 $22,500.00 1 WEATHER CHANNEL PROCESSOR WRK-44-32 $6,500.00 $6,500.00 0 WEATHER CHANNEL PROCESSOR-SCAN WRK-44-32 WTHSCAN $6,500.00 $0.00 2 VIDEO GIZMO GRAPHICS SYSTEM $3,500.00 $7,000.00 1 FM STEREO TUNER FMR-1000 $250.00 $250.00 1 SPARE HEADEND ELECTRONICS $35,000.00 $35,000.00

Confidential Page 1. 9/20/2002 United Telesystems, Inc.

GENEVA FIBER NETWORK BROADBAND NETWORK HEADEND COSTS

QTY DESCRIPTION MODEL PART # PRICE PRICE

HEADEND INSTALLATION, FIBER MGMT, AD INSERTION & LO EQUIPMENT

1 AD INSERTION EQUIPMENT ETI $75,000.00 $75,000.00 1 LO EQUIPMENT SYSTEMS ETI $125,000.00 $125,000.00 1 CAMERA & PRODUCTION EQUIPMENT $50,000.00 $50,000.00 1 STATUS MONITORING EQUIPMENT $40,000.00 $40,000.00 1 FIBER MANAGEMENT SYSTEM SA $35,000.00 $35,000.00 1 CABLE MANAGEMENT SYSTEM $7,500.00 $7,500.00 1 COMBINING NETWORK $8,000.00 $8,000.00 1 GROUNDING PACKAGE $2,500.00 $2,500.00 1 EQUIPMENT CABINET PACKAGE $52,500.00 $52,500.00 1 OTHER HE INSTALLATION MATERIALS $5,000.00 $5,000.00 1 HEADEND TEST EQUIPMENT $10,000.00 $10,000.00 1 HEADEND WIRING CABLES, ETC. $12,500.00 $12,500.00 1 HE DESIGN & ENGINEERING $16,500.00 $16,500.00 1 HE INSTALLATION - ANALOG $100,000.00 $100,000.00 1 HE SPLICING $40,000.00 $40,000.00 1 COMPUTER FURNITURE/FURNISHINGS HEADEND $5,000.00 $5,000.00 1 VIDEO ON DEMAND SYSTEM $325,000.00 $325,000.00 TOTAL HEADEND $1,449,429.00

Confidential Page 2. 9/20/2002 United Telesystems, Inc.

GENEVA FIBER NETWORK BROADBAND NETWORK HEADEND COSTS

QTY DESCRIPTION MODEL PART # PRICE PRICE

TELEPHONE & DATA EQUIPMENT 1 NMS Servers (Includes BMG) $74,875.00 $74,875.00 1 OC 12, GigE, DS1 Test Equipment $10,590.00 $10,590.00 1 Cisco 7206 VXR (C7206VXR/400/GE) $17,500.00 $17,500.00 1 Extreme Networks BlackDiamond 6808s (3) $479,310.00 $479,310.00 1 Telica Class 4/5 Solutions Incl. Broadband Components $684,809.00 $684,809.00 1 Interconnection, Installation, Testing $89,000.00 $89,000.00 1 OA/DA/E911 Trunkgroups $25,044.00 $25,044.00 1 SS& A-links $660.00 $660.00 TOTAL TELEPHONE & DATA EQUIPMENT $1,381,788.00

Confidential Page 3. 9/20/2002 BOM Ref: Digital Subscriber Networks Customer: Tri-Cities Site: Geneva, Illinois Currency: All prices in $US.

S-A Part # Product Description Supplier Provided By Quantity Unit Price Total Price NOTE: REVIEW ASSUMPTIONS ON OVERVIEW SHEET

Control Components DNCS Platform

734864 DNCS Platform, DNCS 250 Sun (et. al.) Scientific-Atlanta 1 $41,600.00 $41,600.00

733091 Binder for System Release 1.2.9 Scientific-Atlanta Scientific-Atlanta 1 $30,000.00 $30,000.00

745040 Transaction Encryption Device, TED FX Gain Systems Scientific-Atlanta 1 $12,000.00 $12,000.00

734860 Application Server, AS240 Ultra 5 Sun (et. al.) Scientific-Atlanta 1 $14,400.00 $14,400.00

574196 Sun E250 Ethernet Card (x1033A) Sun (et. al.) Scientific-Atlanta 1 $800.00 $800.00 GPS Hardware Kit

713703 GPS - Kit Scientific-Atlanta Scientific-Atlanta 1 $1,200.00 $1,200.00 Fiber Optic Cables SMF, Duplex Cable Assy, w/ FC - SC 713238 Conn, 10 ft. Anixter Scientific-Atlanta 1 $52.80 $52.80 MMF, Duplex Cable Assy, w/ SC - SC 713233 Conn, 50 ft. Anixter Scientific-Atlanta 1 $65.60 $65.60 Sub-total $100,118.40 Content Components CAQAM

567710 CA QAM with ASI Scientific-Atlanta Scientific-Atlanta 21 $3,160.00 $66,360.00 -16 fed from DSR-4400MD receiver -1 fed from MDRs -2 fed from Statistical Multiplexer -1 for BFS BIG -1 spare

PowerVu Components PowerVu MDR, Multiple Decryption 803-360 Receiver Scientific-Atlanta Scientific-Atlanta 3 $4,796.00 $14,388.00

SA Broadband Integrated Gateway (BIG)

713090 BFS Broadband Integrated Gateway Scientific-Atlanta Scientific-Atlanta 1 $19,440.00 $19,440.00

180774 SWIF Cables, 2 Meter Scientific-Atlanta Scientific-Atlanta 1 $32.00 $32.00

Sub-total $100,220.00

Scientific-Atlanta Confidential and Proprietary Information 0201-COL-0466 Information contained on this sheet is subject to the statement on the title page. 1 BOM Ref: Digital Subscriber Networks Customer: Tri-Cities Site: Geneva, Illinois Currency: All prices in $US.

S-A Part # Product Description Supplier Provided By Quantity Unit Price Total Price NOTE: REVIEW ASSUMPTIONS ON OVERVIEW SHEET

Communication Components Ethernet Hubs 3 Com OfficeConnect Dual Speed Hub 714541 8, 10/100bT 3 Comm Scientific-Atlanta 1 $476.00 $476.00

749561 Baystack 70 Series Eth. Switch, 24 Port Nortel Scientific-Atlanta 1 $800.00 $800.00

187199 56K FaxModem, US Robotics USRobotics Scientific-Atlanta 1 $221.60 $221.60 RS-232 Serial Cable, DB-25 to DB-25, 569068 10ft. UsRobotics Scientific-Atlanta 1 $16.00 $16.00

574196 Virtual Private Network, VPN, Serial 1

713877 XyplexMAX Server 40 Scientific-Atlanta Scientific-Atlanta 1 $3,840.00 $3,840.00 Cisco 2611 Modular Router w/ Serial 713878 WAN Interface Scientific-Atlanta Scientific-Atlanta 1 $4,400.00 $4,400.00 Explorer 3100 DHCT, Model C w/Serial 717688 Debug Port Scientific-Atlanta Scientific-Atlanta 1 $460.00 $460.00

738990 Remote Controller Scientific-Atlanta Scientific-Atlanta 1 $11.00 $11.00 Adapter RJ-45 to DB-9 Male (QAM, 714257 BIG) Scientific Atlanta Scientific-Atlanta 22 Included Included

714532 Adapter RJ-45 to DB-9 Male (Router ) Scientific Atlanta Scientific-Atlanta 1 Included Included

714529 Adapter RJ-45 to DB-9 Female (QPSK ) Scientific Atlanta Scientific-Atlanta 17 Included Included

714530 Adapter RJ-45 to DB-25 Male (SUN) Scientific Atlanta Scientific-Atlanta 2 Included Included Adapter RJ-45 to DB-25 Male (56K 714535 modem) Scientific Atlanta Scientific-Atlanta 1 Included Included

713877 XyplexMAX Server 40 (additional) Scientific-Atlanta Scientific-Atlanta 1 $3,840.00 $3,840.00

Sub-total $14,064.60

Local Hub Components

591920 QPSK Modulator, 110vac (one spare) Scientific-Atlanta Scientific-Atlanta 3 $3,160.00 $9,480.00 QPSK Demodulator, 110vac (one 591930 spare) Scientific-Atlanta Scientific-Atlanta 14 $2,300.00 $32,200.00

Sub-total $41,680.00

Scientific-Atlanta Confidential and Proprietary Information 0201-COL-0466 Information contained on this sheet is subject to the statement on the title page. 2 BOM Ref: Digital Subscriber Networks Customer: Tri-Cities Site: Geneva, Illinois Currency: All prices in $US.

S-A Part # Product Description Supplier Provided By Quantity Unit Price Total Price NOTE: REVIEW ASSUMPTIONS ON OVERVIEW SHEET

Rack Hardware SA Rack Hardware and Labor

574196 Wiring Harness Scientific-Atlanta Scientific-Atlanta 4 $400.00 $1,600.00

Headend Rack UPS Uninterruptible Power Supply, Headend 188540 Racks APC Scientific-Atlanta 4 $3,600.00 $14,400.00

Sub-total $16,000.00

Other Third Party Equipment - SA Provided

560974 NetOptics OM-315-R Converter NetOptics Scientific-Atlanta 1 $2,000.00 $2,000.00 RS3000. -Riverstone Layer 3 Router 745021 with 32 10/100 ports. Riverstone Scientific-Atlanta 1 $7,196.00 $7,196.00

Riverstone Service Riverstone Scientific-Atlanta

Sub-total $9,196.00

DBDS Services & Documentation Services

730213 Small-Tier Headend Installation Scientific-Atlanta Scientific-Atlanta 1 $25,800.00 $25,800.00 Project management for the Digital HE 745666 Install and Launch Scientific-Atlanta Scientific-Atlanta 1 $14,000.00 $14,000.00

733000 Headend or Hub Rack On-Site per rack Scientific-Atlanta Scientific-Atlanta 4 $2,420.00 $9,680.00

713104 On-site Engineer( one week) Scientific-Atlanta Scientific-Atlanta 2 $10,500.00 $21,000.00

730205 VPN installation with Headend Scientific-Atlanta Scientific-Atlanta 1 $2,000.00 $2,000.00

730206 GPS installation with Headend Scientific-Atlanta Scientific-Atlanta 1 $2,000.00 $2,000.00 Local/Remote Hub Installation, per 590264 Hub/Rack Scientific-Atlanta Scientific-Atlanta 1 $3,700.00 $3,700.00

Sub-total $78,180.00

Scientific-Atlanta Confidential and Proprietary Information 0201-COL-0466 Information contained on this sheet is subject to the statement on the title page. 3 BOM Ref: Digital Subscriber Networks Customer: Tri-Cities Site: Geneva, Illinois Currency: All prices in $US.

S-A Part # Product Description Supplier Provided By Quantity Unit Price Total Price NOTE: REVIEW ASSUMPTIONS ON OVERVIEW SHEET

Documentation and Training

574737 DBDS System Doc. Set Scientific-Atlanta Scientific-Atlanta 1 $75.00 $75.00

573667 Introduction to Digital Training Scientific-Atlanta Scientific-Atlanta 1 $495.00 $495.00

574207 CSR Training Scientific-Atlanta Scientific-Atlanta 10 $195.00 $1,950.00

592264 Technician Training Scientific-Atlanta Scientific-Atlanta 10 $195.00 $1,950.00

573674 Activating and Operating Digital Scientific-Atlanta Scientific-Atlanta 1 $2,325.00 $2,325.00

712947 Advanced Troubleshooting Scientific-Atlanta Scientific-Atlanta 1 $2,500.00 $2,500.00 Instructor Training Program (for CSR & 713215 Technician training) Scientific-Atlanta Scientific-Atlanta 1 $1,450.00

Sub-total $9,295.00

Total - SA Equipment $368,754.00

Other Digital Equipment

Terayon Digital Cherry Picker Terayon 1 $37,500.00 $37,500.00 DSR 4400 MD Motorola 22 $2,400.00 $52,800.00 Spare Digital Equipment 1 $15,000.00 $15,000.00

Total - Other Digital Equipment $105,300.00

Total Digital Headend Equipment $474,054.00

Scientific-Atlanta Confidential and Proprietary Information 0201-COL-0466 Information contained on this sheet is subject to the statement on the title page. 4 BOM Ref: Digital Subscriber Networks Customer: Tri-Cities Site: Geneva, Illinois Currency: All prices in $US.

S-A Part # Product Description Supplier Provided By Quantity Unit Price Total Price NOTE: REVIEW ASSUMPTIONS ON OVERVIEW SHEET

Cable Modem and Explorer Pricing 749874 Scientific-Atlanta Scientific-Atlanta 1 $85.00 $85.00 DPX100 Cable Modem 717683 Model Explorer 2100 Digital Home Scientific-Atlanta Scientific-Atlanta 1 $325.00 $325.00 Communications Terminal - 4MB Flash, 4MB Graphics, 8MB DRAM 717700 Model Explorer 3100 Digital Home Scientific-Atlanta Scientific-Atlanta 1 $355.00 $355.00 Communications Terminal - 4MB Flash, 4MB Graphics, 16MB DRAM 717750 Model Explorer 4100 Digital Home Scientific-Atlanta Scientific-Atlanta 1 $395.00 $395.00 Communications Terminal - 8MB Flash, 4MB Graphics, 16MB DRAM 589252 SARA Resident Application & User Scientific-Atlanta Scientific-Atlanta 1 $10.00 $10.00 Interface

738990 Remote Control - 3 Function Scientific-Atlanta Scientific-Atlanta 1 $10.00 $10.00

544345 RF-Bypass Scientific-Atlanta Scientific-Atlanta 1 $11.75 $11.75

735996 E2152 IR Shooter Scientific-Atlanta Scientific-Atlanta 1 $7.50 $7.50

Scientific-Atlanta Confidential and Proprietary Information 0201-COL-0466 Information contained on this sheet is subject to the statement on the title page. 5 United Telesystems, Inc.

GENEVA FIBER NETWORK FTTH HEADEND COSTS

Sample Design Homes Passed 20000 Sample Design Last Mile Cores 200 45.88% Model Homes Passed 12,548 Model Last Mile Cores 92

QT ITEM PART NUMBER VENDOR PRICE TOTAL OPTICAL ELECTRONICS: Jumpers, Patch, FEC, Frames OE 1 FIBER MANAGEMENT (FDF) 7' E-501-L91 ADC Telecommunications $582.55 $582.55 1 FDF INTERBAY STRG. E-501-L139 ADC Telecommunications $396.50 $396.50 1 END GUARD 12" X 7' PUTTY UEGP-7PW ADC Telecommunications $151.28 $151.28 551 SC-SC PATCH CORDS, 3mm JACKET / 6m LENGTH (vams) FPC-SPSC-S-6M ADC Telecommunications $21.78 $12,000.78 0 SC-SC PATCH CORDS, 3mm JACKET / 15m LENGTH (misc. patc FPC-SPSC-S-15M ADC Telecommunications $25.00 $0.00 0 FC/APC-SC PATCH CORDS, 3mm JACKET / 15m (TX's) FPC-SPSC/APFC-S-15M ADC Telecommunications $29.25 $0.00 0 SC DUPLEX ZIP JMPR, SINGLEMODE, 15m LENGTH (ATM) FPCZ-SPSC-S-15M ADC Telecommunications $50.00 $0.00 0 SC DUPLEX ZIP JMPR, MULTIMODE, 4m LENGTH (ATM) FPCZ-MDSC-4M ADC Telecommunications $20.00 $0.00 0 SC DUPLEX ZIP JMPR, MULTIMODE, 22m LENGTH (@HOME) FPCZ-MDSC-22M ADC Telecommunications $25.00 $0.00 3 VAM SPLITTER CHASSIS, 12 POSITION FDF-FCMVAM ADC Telecommunications $335.50 $1,006.50 8 SC 72 FIBER STUBBED PATCH PANEL FCM-87V025 ADC Telecommunications$2,367.54 $18,940.32 0 CHASSIS, VAM, EMPTY 12 POS. 8"X12" 600-5687 ADC Telecommunications $224.00 $0.00 0 SPLITTER MODULE 600-6530 ADC Telecommunications $224.40 $0.00 10 CABLE MANAGEMENT TRAY STORAGE MODULE E-501-L16 ADC Telecommunications $188.64 $1,886.40 0 SC IN-LINE ATTENUATOR ATN-131-01 SENKO ADVANCED COMPONENTS $55.00 $0.00 1 RACK ANCHOR KIT RINST-FLR ADC Telecommunications $0.00 1 FIBER ENTRANCE CABINETS (F.E.C) FEC - 864 ADC Telecommunications $2,450.00 $2,450.00 551 FUSION SPLICE PROTECTION TUBES, HEAT SHRINK FST-ACC002 ADC Telecommunications $0.10 $55.10 3 LARGE OSP CABLE CLAMP KIT OSP-CLPFEC-LG ADC Telecommunications $100.00 $300.00 3 IFC CABLE (84) OSP-CLPFEC ADC Telecommunications $965.00 $2,895.00 3 IFC CABLE CLAMP KIT OSP-CLPSST ADC Telecommunications $20.00 $60.00 23 FEC SPLICE TRAYS, ALUMINUM, 12 FIBER CT. FST-HS ADC Telecommunications $24.40 $561.20 TOTAL $41,285.63 OPTICAL ELECTRONICS: Transmitters and Rec. OE

2 Optical SHELF HX-1281-ECEC ADC Telecommunications $1,300.00 $2,600.00 1 RACK FAN / POWER SUPPLY HWPSFAN-300-2 ADC Telecommunications $1,000.20 $1,000.20 1 1550 7DB Transport Laser HX-7L11-DTA-114 ADC Telecommunications $19,875.00 $19,875.00 0 1550 EDFA 17 HX-7L12-DTA-114 ADC Telecommunications $14,791.00 $0.00 1 1550 EDFA 23 with 1 x 4 split HX-7L 13-DTA-114 ADC Telecommunications $18,000.00 $18,000.00 10 1552 EDFA 33 with 1 x 16 split HX3870XP0105 ADC Telecommunications $45,000.00 $450,000.00 138 Optical Splitter 1x2 $60.00 $8,280.00 0 Optical Splitter 1x3 $0.00 2 Optical Splitter 1x4 $150.00 $300.00 0 Optical Splitter 1x6 $0.00 0 Optical Splitter 1x8 $0.00 0 Optical Splitter 1x16 $0.00 0 Optical Splitter 1x24 $0.00 0 Optical Splitter 1x30 $0.00

0 RACK FAN DV6948-FAN ADC Telecommunications $325.00 $0.00 TOTAL $500,055.20 Hub Materials Total

Hub Labor DT 12 EDFA installation &Proof of performance MM2000 MOTOROLA $1,200.00 $14,400.00 551 Passive Optical Hardware Installation MM2010 MOTOROLA $150.00 $82,650.00 0 MMLN4007 MOTOROLA $0.00 $0.00 0 MMLN4006 MOTOROLA $0.00 $0.00 TOTAL $97,050.00 HEADEND TOTAL TOTAL $638,390.83

Confidential Page 1. 9/20/2002 Budgetary Pricing for United Telesystems - Allen Davis

Item # Wave7 Part Number Description Price 1 LC-01-03-04-00-00-02 LMC 10 km, no broadcast, tapped $12,125 2 LC-01-03-04-00-00-05-CLP2/12LMC 10 km, no broadcast, HR $18,779 3 LC-01-03-04-00-04-02-CLP3/12LMC 10 km, broadcast video (3 fibers), tapped $15,262 4 LC-01-03-04-00-04-05-CLP1/12LMC 10 km, broadcast video (3 fibers,) HR $21,497 5 LC-01-03-04-03-03-02-CLP3/12LMC 10 km, broadcast video (1 fiber w/ EDFA), tapped $29,583 6 LC-01-03-04-03-03-05-CLP1/12LMC 10 km, broadcast video (1 fiber w/ EDFA), HR $35,818 7 LC-03-03-04-03-03-02-CLP3/12LMC 70 km, broadcast video (1 fiber w/ EDFA), tapped $30,824 8 LC-03-03-04-03-03-05-CLP1/12LMC 70 km, broadcast video (1 fiber w/ EDFA), HR $37,059 Note: All Last Mile Cores (LMC) equipped for 1 GbE, redundant -130 VDC power, 1 main module, 100% fill

9 GU-03-01-01 LMG residential modular, 4 POTS, 4 10/100 data, video $1,065 10 GS-01-01 LMG residential low-cost, 0 POTS, 1 10/100 data, video $814 11 GS-03-01 LMG residential low-cost, 4 POTS, 1 10/100 data, video $824 Note: Last Mile Gateways-Residential/Modular Residential equipped with power supply and battery back-up

12 GB-01-05-00-01 LMG business, 0 DS-1, 8 POTS, 4 10/100 data, no video $2,398 13 GB-01-02-00-01 LMG business, 2 DS-1, 4 POTS, 4 10/100 data, no video $4,425 14 GB-01-01-00-01 LMG business, 2 DS-1, 0 POTS, 4 10/100 data, no video $4,282 15 GB-01-03-00-01 LMG business, 4 DS-1, 0 POTS, 4 10/100 data, no video $5,152 Note: Last Mile Gateway-Business equipped with 120 VAC power

16 LMM-08-RAC LMM (at hub or CO to mux/demux DS-1s from LMG-B), 8 DS-1s $15,120 17 LMM-16-RAC LMM (at hub or CO to mux/demux DS-1s from LMG-B), 16 DS-1s $19,779 Note: Last Mile Multiplexers equipped with redundant AC power supplies

18 LMT-00-01-01-01 LMT closure for HR $189 19 LMT-01-01-01-01 LMT with 1x4 splitter $518 20 LMT-02-01-01-01 LMT with 1x4 splitter and 1x2 pass through $659 21 LMT-03-01-01-01 LMT with 1x8 splitter $729 Note: LMT closure equipped with 1 network splice tray and pigtails LMT with splitters equipped with 1 network and 1 drop splice tray

Wave7 Optics Proprietary and Confidential United Telesystems, Inc.

City of Geneva WAVE7 FTTH Broadband Network Equipment Total Plant Miles: 113.24 Total Cost Per Mile: $24,051.78 Total Res. Homes Passed: 8,052 Total LMCs: 92 Total HP/LMC: 88

QTY/Mile Unit price VND Description Model Description AMPLIFIERS/OPTICAL SPLITTERS 0.81 $12,358.00 $10,014.24 W7 LMC, 10km, No EDFA, Tapped, w/broadcast passives LAST MILE CORE 0.81 $1,000.00 $810.34 W7 LMC Activation LAST MILE CORE 9.72 $173.00 $1,682.28 W7 Tapped with/WDM CLP-03A 9.72 $689.00 $6,699.93 W7 LMT with 1x8 splitter OPTICAL SPLITTER & ENCLOSURE 0.00000 $489.00 $0.00 W7 LMT with 1x4 splitter OPTICAL SPLITTER & ENCLOSURE 0.00000 $622.00 $0.00 W7 LMT with 1x4 splitter and 1x2 pass through OPTICAL SPLITTER & ENCLOSURE Power Equipment 0.27011 $2,750.00 $742.82 ALPHA XM2 SERIES CABLE UPS 1.62069 $113.48 $183.92 ALPHA ALPHACELL BATTERIES 0.27011 $500.00 $135.06 CONCRETE PAD ENCLOSURES, VAULTS, CONDUIT 4.00000 $20.95 $44.36 CH DROP VAULT 8.00000 $23.00 $97.41 CH FEEDER VAULT LABOR 4.00000 $18.00 $38.12 CH DROP VAULT LABOR 8.00000 $35.00 $148.23 CS CONDUIT RISER GUARD 400.00000 $0.50 $105.88 CS CONDUIT 400.00000 $13.75 $2,911.70 CS CONDUIT LABOR

Confidential Page 1. 9/20/2002 United Telesystems, Inc.

City of Geneva Broadband Network Equipment Total Plant Miles: 113.24 Total Cost Per Mile: $24,051.78 Total Res. Homes Passed: 8,052 Total LMCs: 92 Total HP/LMC: 88

QTY/Mile Unit price VND Description Model Description AMPLIFIERS/OPTICAL SPLITTERS 0.81 $12,358.00 $10,014.24 W7 LMC, 10km, No EDFA, Tapped, w/broadcast passives LAST MIL 0.81 $1,000.00 $810.34 W7 LMC Activation LAST MIL 9.72 $173.00 $1,682.28 W7 Tapped with/WDM CLP-03A 9.72 $689.00 $6,699.93 W7 LMT with 1x8 splitter OPTICAL 0.00000 $489.00 $0.00 W7 LMT with 1x4 splitter OPTICAL 0.00000 $622.00 $0.00 W7 LMT with 1x4 splitter and 1x2 pass through OPTICAL Power Equipment 0.27011 $2,750.00 $742.82 ALPHA XM2 SERIES CABLE UPS 1.62069 $113.48 $183.92 ALPHA ALPHACELL BATTERIES 0.27011 $500.00 $135.06 CONCRETE PAD ENCLOSURES, VAULTS, CONDUIT 4.00000 $20.95 $44.36 CH DROP VAULT 8.00000 $23.00 $97.41 CH FEEDER VAULT LABOR 4.00000 $18.00 $38.12 CH DROP VAULT LABOR 8.00000 $35.00 $148.23 CS CONDUIT RISER GUARD 400.00000 $0.50 $105.88 CS CONDUIT 400.00000 $13.75 $2,911.70 CS CONDUIT LABOR

Confidential Page 2. 9/20/2002 City of Geneva Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Construction Cost Analysis

Units/ Cost/ Cost/ Cost/ Aerial Strand Materials Mile Unit Mile Foot

Strand - Class A 5,544.00 $0.07 $388.08 $0.0735 D-Lashing Wire 80.00 $0.40 $32.00 $0.0061 SS Support Strap - 10" 90.00 $0.15 $13.50 $0.0026 SS Support Strap - 16" 40.00 $0.20 $8.00 $0.0015 Bell Spacers BTS 1/2 80.00 $0.03 $2.40 $0.0005 Kinsel Spacer 3/4" 40.00 $8.47 $338.80 $0.0642 Pickle Splice J-5000 2.00 $4.34 $8.68 $0.0016 Screw Anchor 15.00 $7.15 $107.25 $0.0203 Guy Attachment 15.00 $0.89 $13.35 $0.0025 Yellow Guy Guard - 8' 15.00 $3.10 $46.50 $0.0088 Preformed Dead End 60.00 $0.85 $51.00 $0.0097 Machine Bolt 8814 (5/8" x 14") 35.00 $0.73 $25.55 $0.0048 T/E Bolt 8053 (5/8" x 14") 2.00 $2.09 $4.18 $0.0008 T/E Nut Threaded 25955 10.00 $1.51 $15.10 $0.0029 Straight Clamp 3-Bolt 35.00 $1.70 $59.50 $0.0113 Curved Clamp 3-Bolt 5.00 $2.25 $11.25 $0.0021 Square Washer 2" 80.00 $0.11 $8.80 $0.0017 Square Nut 5/8" 40.00 $0.14 $5.60 $0.0011 Cross-Over Clamp 2.00 $0.89 $1.78 $0.0003 Copper Guard 8' 3.00 $5.53 $16.59 $0.0031 Bronze Guard Rod Clamp 3.00 $0.65 $1.95 $0.0004 Copper Wire #6 50.00 $0.12 $6.00 $0.0011 Copper Staples 2.00 $0.58 $1.16 $0.0002 Verticle Guard 0.00 $0.00 $0.00 $0.0000 Bonding Clamp UCK2 40.00 $1.05 $42.00 $0.0080 Split Bolt #4 4H 40.00 $0.48 $19.20 $0.0036 Heat Shrink CFTV 1300-48FT 15.00 $4.94 $74.10 $0.0140 Heat Shrink CFTV 1500-48FT 5.00 $5.00 $25.00 $0.0047 Tap Bracket 2 1/2" 20.00 $0.55 $11.00 $0.0021 Tap Bracket 3-9" HDTBL 5.00 $77.00 $385.00 $0.0729 Other 1.00 $95.00 $95.00 $0.0180 Total Aerial Strand Materials $1,818.32 $0.3444

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Construction Cost Analysis

DROP INSTALLATION COST Unit Unit Price Aerial Drop Quantity Price Totals

Fiber Drop with Messenger (2 Pair) 250.00 $0.25 $62.50 Twisted Pair 25.00 $0.35 $8.75 Average Station Wire 100.00 $0.07 $7.00 CAT 5 Cable 50.00 $0.15 $7.50 Gilbert RG 11 Quad Connector 0.00 $2.75 $0.00 Gilbert RG 6 Quad Connector 8.00 $0.33 $2.60 GRB-AR 0.00 $1.80 $0.00 Splitters 2 & 3 Way 1.00 $2.50 $2.50 Ground Wire 3.00 $0.25 $0.75 Housebox 0.00 $3.20 $0.00 Split Bolt 1.00 $0.48 $0.48 Drop Clamp 1.00 $0.32 $0.32 Tie Wraps 8.00 $0.01 $0.08 FT Bushing 2.00 $0.03 $0.06 Thread On Tag 1.00 $0.15 $0.15 Marker Tag 624 1.00 $0.15 $0.15 Rams Hook 1.00 $8.10 $8.10 Hole Clip 15.00 $0.02 $0.30 Screw 8x1 15.00 $0.02 $0.30 Screw 10x1 1.00 $0.02 $0.02 Q Clamp 1.00 $0.60 $0.60 J Hook 1.00 $0.21 $0.21 Wall Plate 2.00 $0.28 $0.56 F-81 Connector 2.00 $0.28 $0.56 CAT 5 Connectors 2.00 $0.50 $1.00 Other 0.00 $0.00 $0.00 Total Aerial Materials $104.49

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Construction Cost Analysis

DROP INSTALLATION COST Unit Unit Price Underground Drop Quantity Price Totals

Fiber Drop with Messenger (2 Pair) 250.00 $0.20 $48.75 Twisted Pair 25.00 $0.35 $8.75 Average Station Wire 100.00 $0.07 $7.00 CAT 5 Cable 50.00 $0.15 $7.50 Gilbert RG 6 Quad Connector 8.00 $0.33 $2.60 GRB-AR 1.00 $1.80 $1.80 Splitter 2 Way 1.00 $2.50 $2.50 Ground Wire 3.00 $0.25 $0.75 Housebox 0.00 $3.20 $0.00 Split Bolt 1.00 $0.48 $0.48 FT Bushing 2.00 $0.03 $0.06 Thread On Tag 1.00 $0.15 $0.15 Marker Tag 624 1.00 $0.15 $0.15 Hole Clip 15.00 $0.02 $0.30 Screw 8x1 15.00 $0.02 $0.30 Screw 10x1 1.00 $0.02 $0.02 Wall Plate 2.00 $0.28 $0.56 F-81 Connector 2.00 $0.21 $0.42 Spiral Wrap 1.00 $0.05 $0.05 CAT 5 Connectors 2.00 $0.50 $1.00 Total Underground Materials $83.14

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Customer Premise Equipment

Unit Unit Price Analog Customer Premise Equipment Quantity Price Totals

SA 8710X558 Converter 0.00 $185.00 $0.00 EAST 870 Mhz Set-Top with Remote 0.05 $80.00 $4.00 Universal Remote Control 0.05 $16.00 $0.80 SA Remote Control 0.00 $9.50 $0.00 A/B Switch 0.05 $5.00 $0.25 Jumper/Connectors/Other 1.00 $2.25 $2.25 Traps - Neg for HBO & LP-22 Traps 0.80 $6.00 $4.80 VCR Commander 0.02 $16.50 $0.33 Genius Cards 0.00 $40.00 $0.00 Other 1.00 $1.00 $1.00 Total Customer Interface Equipment $13.43

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Construction Cost Analysis

Unit Unit Price Cost/ Engineering and Design Quantity Price Totals Mile

Walk Out 1 $175.00 $175.00 $175.00 Permits 1 $50.00 $50.00 $50.00 Digitize Base Maps 1 $110.00 $22.00 $22.00 Posting Strand 1 $55.00 $55.00 $55.00 System Design 1 $175.00 $175.00 $175.00 Fiber Design 1 $50.00 $175.00 $175.00 Total $652.00 $652.00

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Customer Premise Equipment

Unit Digital Customer Premise Equipment Quantity Price Total

Explorer 4100 0.60 $395.00 $237.00 Explorer 3100 0.10 $355.00 $35.50 MPEG Royalty Fee 0.70 $4.00 $2.80 Explorer Remote 0.70 $10.00 $7.00 Explorer Wireless Key Board 0.10 $37.50 $3.75 Explorer VCR Commander Module 0.05 $14.00 $0.70 Explorer RF External Bypass Module 0.05 $11.50 $0.58 Jumpers, Connectors, etc. 0.70 $2.25 $1.58 Miscellanous 0.70 $2.50 $1.75 Explorer Navigator Software 0.70 $10.00 $7.00 Total Digital Interface Equipment $297.65

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Baseband Customer Premise Equipment

Wave7 FTTH Equipment Unit List Unit Residential Quantity Price Totals Price

LMG residential low-cost, 4 POTS, 1 10/100 data, video 1.18 $778.00 $918.04 $824.00 4 POTS, 4 10/100BaseT, 4 Video, Pwr. Supply & Battery 0.06 $1,561.00 $93.66 $1,561.00 APC/UPC Connectors 1.30 $8.28 $10.73 $8.28 Other 1.30 $10.00 $12.96 Total $1,035.39

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Baseband Customer Premise Equipment

Wave7 FTTH Equipment Unit List Unit Small Business A Quantity Price Totals Price

LMG business, 0 DS-1, 8 POTS, 4 10/100 data, no video 1.00 $2,392.00 $2,392.00 $2,398.00 APC/UPC Connectors 2.00 $8.28 $16.56 $8.28 Total FTTH Interface Equipment $2,408.56

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Baseband Customer Premise Equipment

Wave7 FTTH Equipment Unit List Unit Small Business B Quantity Price Totals Price

LMG business, 0 DS-1, 8 POTS, 4 10/100 data, no video 1.00 $4,307.00 $4,307.00 $4,425.00 APC/UPC Connectors 2.00 $8.28 $16.56 $8.28 Other 1.00 $10.00 $10.00 $10.00 Total FTTH Interface Equipment $4,333.56

Confidential 9/20/2002 United Telesystems, Inc. City of Geneva Geneva, Ilinois FTTH/FTTB Broadband Financial Projections - Base Case 2002 Customer Premise Equipment

Wave7 FTTH Equipment Unit List Unit Large Entities Quantity Price Totals Price

LMG business, 4 DS-1, 0 POTS, 4 10/100 data, no video 1.00 $5,128.00 $5,128.00 $5,152.00 LMM-08-RAC 0.05 $14,280.00 $714.00 $14,280.00 LMM-16-RAC 0.05 $18,680.00 $934.00 $18,680.00 APC/UPC Connectors 2.00 $8.28 $16.56 $8.28 Other 1.00 $10 $10.00 $10.00 Total FTTH Interface Equipment $6,802.56

Confidential 9/20/2002 United Telesystems, Inc. United Telesystems, Inc.

AT&T Broadband Geneva, Illinois Cable Television Programming Services Service Rates - 2002

Basic Services Rate Equipment Rental (per month) Rate

Basic Service (31 Channels) $15.79 Basic Only Converter $2.00 Expanded Basic Service (25 Channels) $19.69 Non-Basic Only Converter(Non-Rebuild) $3.99 Full Basic Service (86 Channels) $35.48 Non-Basic Only Converter (Rebuild) $4.85 Plus applicable franchise fees and taxes Digital Converter $4.85 Remote Control $0.30 Premium Services Installation & Service HBO $12.99 Cinemax $12.99 Install Unwired Home (Aerial within 125 ft.) $43.99 Showtime $12.99 Install Prewired Home (Aerial within 125 ft.) $27.99 The Movie Channel $12.99 Install Additional Outlet--Initial Install $13.99 Starz! & Encore (Digital Subscription) $10.99 Install Additional Outlet-- Separate Trip $21.99 Relocate Outlet $18.99 Digital Services Up/Downgrade of Addressable Services $1.99 Upgrade Optional Services--Separate Trip $15.99 Digital Basic $12.00 Downgrade Optional Services--Separate Trip $10.99 Digital Programming Access Fee $4.99 VCR Connection --Initial Install $5.99 Digital Packages: VCR Connection --Separate Trip .$12.99 Digital Platinum $76.99 Administrative Fee for Late Payment (Day 30) $2.95 Digital Gold $62.99 Administrative Fee for Late Payment (Day 45) $2.00 Digital Silver $52.99 Non-Sufficient Funds Charge $20.00 Digital Bronze $44.99 Field Collection Fee $20.00 Digital Starter (Requires Subscription to Expanded $6.99 Unreturned Non-Addressable Converter $90.00 Basic Service) Unreturned Addressable Converter $158.00 Unreturned Digital Converter $318.00 Broadband Monthly Magazine $2.99 Unreturned Analog Remote Control $4.00 Unreturned Digital Remote Control $7.19 Hourly Service Charge $28.49 Trouble Call $16.99

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AT&T Broadband Geneva, Illinois Analog Channel Lineup

Channel Service Channel Service 2 WBBM(2) CBS 31 MSNBC 3 WFLD(32) FOX 32 Headline News 4 TV Guide Channel 63 Access/College of Dupage 5 WMAQ(5) NBC 71/95 Great American Country 6 WCIU(26) 72/96 Sci-Fi Channel 7 WLS(7) ABC 73/97 BET 8 WPWR((50) UPN 33 CNN 9 WGN(9) WB 34 The Weather Channel 10 TLN 36 Disney Channel 11 WTTW(11) PBS 37 The History Channel 12 WCPX(38) PAX 38 Discovery Channel 13 WJYS(62) 39 ESPN 14 TBS 40 ESPN 2 15 EWTN 41 Fox Sports Net 16 WGBO(66) UNI 42 TNT 17 Access 43 TNN 18 Access 44 VH 1 19 WSNS(44) TEL 46 MTV 20 WYCC(20) PBS 48 CLTV 21 Showtime 49 USA Network 22 The Movie Channel 50 A&E 23 HBO 52 Nickelodeon 24 Cinemax 53 Comedy Central 25 The Learning Channel 54 Home & Garden 26 Fox News Channel 55 Lifetime 27 ABC Family 56 AMC 28 C-Span 57 TV Land 29 C-Span 2 58 Cartoon Network 30 CNBC 59 Turner Classic Movies 60 WE: Women's Entertainment 61 QVC Ch 2-73/97 Basic Service Ch 21-24 Analog Premium Service Ch 33-61 Expanded Basic Service

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AT&T Broadband Geneva, Illinois Digital Channel Lineup Channel Service Channel Service Digital Basic Digital Premium 120 Noggin 550 HBO 121 Discovery Kids 552 HBO 2 161 Game Show Network 554 HBO Signature 162 BBC America 556 HBO Family 180 Bravo 562 Cinemax 220 Discovery Health 564 More Max 272 The Science Channel 575 Showtime 401 Fox Sports World 577 Showtime 2 402 ESPNews 579 Showtime Showcase 403 ESPN Classic Sports 581 Showtime Extreme 404 Outdoor Life 590 The Movie Channel 405 The Golf Channel 592 The Movie Channel Xtra 503 Independent Film Channel Digital Pay-Per-View Digital Premium 801-806 In Demand 1-6 517 Encore 844 The Hot Network 519 Encore Love Stories 853 Playboy Channel 521 Encore Mystery Digital Music 523 Encore Westerns 900 The Listening room 527 Encore True Stories 901 Lite Classical 529 Encore Action 902 Jazz Vocal Blend 533 Starz! 903 Hottest Hits 535 Starz! Theater 904 Modern Country 905 Alternative Digital Packages 906 Adult Contemporary 908 Rock 'Roll Oldies Bronze Package--Includes: Basic, 909 Classic rock Expanded Basic, Digital Basic, 910 Urban Beat Digital DMX, New Encore, Digital 702 Black Starz! Converter, and Digital remote 703 Starz! 4 Family 704 Starz! 5 Cinema Silver Package--Includes: Basic ,Expanded Basic, Digital Basic, Digital DMX, Starz!, Starz! Plex, New Encore, HBO,HBO Plex, Digital Converter & Remote

Gold Package--Includes: Basic, Expanded Basic, Digital Basic, Digital DMX, Starz!, Starz! Plex, New Encore, HBO, HBO Plex, Cinemax, Cinemax Plex, 2 Digital Converters, & 2 Remotes.

Platinum Package--Includes: Basic, Expanded Basic, Digital Basic, Digital DMX, Starz!, Starz! Plex, New Encore, HBO, HBO Plex, Cinemax, Cinemax Plex, TMC, TMC Plex, Showtime, Showtime Plex, 2 Digital Converters & 2 remotes.

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CITY OF GENEVA, ILLINOIS BROADBAND NETWORK INITIATIVE INCUMBENT TELECOMMUNICATIONS PROVIDER OVERVIEW SEPTEMBER 20, 2002

AMERITECH

I. OVERVIEW

When considering telecommunications opportunities in Illinois, it is important to consider the operations and strategic objectives of its incumbent provider. Ameritech is a leading telecommunications service provider in the nation and in Illinois. Following is recent information concerning SBC and Ameritech along with the company’s current service offerings.

II. GENERAL

In October 1999, SBC and Ameritech completed their merger. SBC/Ameritech is a communications services company headquartered in San Antonio, TX, serving nearly 60 million access line equivalents and over 21.6 million wireless customers (Cingular/SBC). In 1999, as the first post-Ameritech merger initiative, a $6 billion broadband services initiative was announced (Project Pronto). Project Pronto is expected to create a broadband platform that will allow high-speed voice, data and video services to be provided via Digital Subscriber Line (DSL) services to approximately 80 percent of SBC’s United States (U.S.) wireline customers. During the third quarter of 2001, due primarily to an adverse and uncertain regulatory environment, SBC began a slowdown of the capital expenditures to build its national broadband network, which includes fiber, electronic and other technology. As of December 31, 2001 it had spent $3.2 billion on Project Pronto and had 1.3 million DSL subscribers with more than half, or 25 million, of its wireline customers DSL-capable. SBC/Ameritech has five reportable segments that reflect the current management of its business: (1) wireline; (2) wireless; (3) directory; (4) international; and (5) other. The wireline segment, which accounts for approximately 75% of total normalized operating revenues in 2001, provides landline

Confidential Page 1. 9/20/02 United Telesystems, Inc. telecommunications services, including local, network access and long distance services, messaging and Internet services and sells customer premise and private business exchange equipment. Prior to the fourth quarter of 2000, the wireless segment, which accounted for approximately 16% of total normalized operating revenues in 2001, included consolidated businesses that provides wireless telecommunications services and sells wireless equipment. Cingular offers both wireless voice and data communications services across most of the U.S., providing cellular and PCS services. The directory segment, which accounted for approximately 8% of total normalized operating revenues in 2001, includes all directory operations, including Yellow and White Pages advertising and electronic publishing. All investments with primarily international operations are included in the international segment. The other segment includes all corporate operations and Ameritech’s paging, cable television and SecurityLink operations. SecurityLink was sold in January 2001, and Ameritech New Media, and Ameritech’s cable television operations, were both sold in November 2001. Ameritech provides a full array of broadband data and e-commerce solutions to business customers, including Web hosting and other Internet services. In the residential market, Ameritech offers DSL high-speed Internet access, advanced voice features and other services.

Ameritech consists of more than 193,000 employees and had $45.9 Billion in 2001 revenues. Ameritech’s presence extends across 13 states; Arkansas, California, Connecticut, Illinois, Indiana, Kansas, Michigan, Missouri, Nevada, Ohio, Oklahoma, Texas, and Wisconsin.

III. LONG DISTANCE

Ameritech offers interLATA (Local Access and Transport Area) long distance services in the states of Texas, Kansas, Oklahoma, Arkansas, Missouri and Connecticut. They intend to seek approval from the FCC to offer interLATA long distance in their other in-region states. As a first step in that process, they have filed applications with the state commissions in California, Illinois, Michigan, Nevada and Ohio.

Confidential Page 2. 9/20/02 United Telesystems, Inc.

IV. INTERNET ACCESS

Ameritech offers a range of Internet services and products for residences and businesses, varying by market. Internet services offered include basic dial-up access service, dedicated access, web hosting, e-mail, and high-speed access services. During 2000, they formed a relationship with Prodigy Communications Corporation (Prodigy) that combined its residential and small business Internet operations. In the fourth quarter of 2001, they acquired Prodigy.

In November 2001, Ameritech announced an agreement with Yahoo! to provide broadband access to customers in its 13-state area and co-branded dial-up service nationwide. This agreement was enacted in order to help customers access internet services virtually nationwide. The expectation is that this offering of co-branded service with Yahoo! will begin during the second half of 2002.

V. LOCAL EXCHANGE SERVICES

Local exchange services include traditional dial tone primarily used to make or receive voice, fax, or analog modem calls from a residence or business. Ameritech also offers this service on a wholesale basis to competitors. On December 31, 2001, they were providing wholesale services to approximately 3.6 million access lines. Other local services include certain extended area service, directory assistance and operator services. Vertical services include custom calling services such as Caller ID, Call Waiting, voice mail and other enhanced services. These features allow telephone users to manage their local services with enhanced features such as displaying the number and/or name of callers, signaling to the telephone user that additional calls are incoming, and sending and receiving voice messages. These services are not regulated by the FCC and are generally more profitable.

VI. DATA SERVICES

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Revenues from data services may be classified as local, network access or long distance revenues and include high-speed data communication services used for transporting digital traffic from one computer system to another. Data services include digital products categorized into three basic categories: • Switched Transport services such as Integrated Services Digital Network (ISDN), Frame Relay, and DSL; • Dedicated Transport services such as Digital Services and Synchronous Optical Network (SONET); and • Application and Data Communications services which include Internet access and network integration. ISDN transmits voice, video, and data over a single line in support of a wide range of applications, including Internet access. Frame Relay is a fast packet switching technology that allows data to travel in individual packets, or pieces, of information. DSL is a digital modem technology that converts existing twisted-pair telephone lines into access paths for multimedia and high-speed data communications to the Internet or private networks. DSL allows customers to simultaneously make a phone call and access information via the Internet or an office local area network. Digital Services are high-speed dedicated digital circuits offered with various speeds of transport. SONET provides customer access to our backbone network at very high speeds. Network integration services include installation of business data systems, local area networking, and other data networking solutions.

VII. NETWORK ACCESS SERVICES

Network access services connect a customer’s telephone or other equipment to the transmission facilities of other carriers that provide long distance and other communications services.

VIII. CUSTOMER PREMISE EQUIPMENT CPE and other equipment sales range from single-line and cordless telephones to sophisticated digital PBX systems. PBX is a private telephone

Confidential Page 4. 9/20/02 United Telesystems, Inc. switching system, usually located on a customer’s premises, which provides intra-premise telephone services as well as access to the public switched network. VIII. AMERITECH’S BUSINESS TRENDS Overview Despite passage of the Telecommunications Act of 1996 (Telecom Act), the U.S. telecommunications industry, including DSL and other advanced services, continues, in many respects, to operate as a heavily regulated industry. The expected transition from an industry overseen by multiple regulatory bodies to a market-driven industry monitored by state and federal agencies has been slow. Ameritech’s wireline subsidiaries remain subject to regulation by state regulatory commissions for intrastate services and by the FCC for interstate services. This continuing difficult and uncertain regulatory environment combined with the recent downturn in the U.S. economy presents challenges for this business. • Expected Growth Areas Ameritech expects the wireline segment to remain the most significant portion of its business and have also discussed trends affecting this segment. Over the next few years they expect an increasing percentage of their business to come from two areas within the wireline segment - data/broadband and long distance - and their wireless segment. o Data/Broadband In October 1999, they announced plans to upgrade their network to make broadband services available to approximately 80% of their U.S. wireline customers over the four years through 2003 (Project Pronto). Due to the weakening U.S. economy and uncertain regulatory environment, in October 2001 they announced a scale-back in their broadband deployment plans. At December 31, 2001, they had approximately 1.3 million DSL subscribers, and more than half, or 25 million, of the wireline customer locations were DSL- capable. Additionally, they have spent approximately $3.2 billion as of December 31, 2001, for fiber, electronics and other technology for Project Pronto. The build-out will include transferring certain portions of their existing copper network to a new fiber network. Over the deployment period, marketing costs will be incurred depending on the rate of customer sign- ups and installations.

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o Long Distance Ameritech offers landline interLATA long distance services to customers in selected areas outside its wireline subsidiaries’ operating areas. Further, they offer interLATA long distance services to customers in Texas, Kansas, Oklahoma, Arkansas, Missouri and Connecticut. The FCC approved its application to provide interLATA long distance service for calls originating in Kansas and Oklahoma effective March 7, 2001, and in Arkansas and Missouri on November 16, 2001. They officially launched service under the SBC Southwestern Bell brand in those states on the effective approval dates or shortly thereafter, offering domestic residential and business long distance services as well as international calling plans. They continue to seek long distance approval in their other in-region states and have filed applications with state commissions in California, Illinois, Michigan, Nevada and Ohio. • In October 2001, the FCC completed its re-examination of certain information contained in their previously approved Kansas and Oklahoma long distance applications and found that they did not intentionally provide false information. However, the FCC proposed that they pay approximately $3 for alleged collateral violations related to those applications. This FCC ruling is still pending and has no effect on their ability to continue to offer long distance service in either state. • Wireless In October 2000, Cingular began operations as the second- largest wireless provider in the U.S. Cingular’s top priorities for 2002 include geographic expansion, including expansion into New York City through an infrastructure-sharing agreement with VoiceStream Wireless Corporation (VoiceStream), further rollout of wireless data services, overlaying GSM voice and GPRS high-speed data technology over its existing networks and integration of operations to strengthen its competitive position and realize cost synergies. The fastest growing area of the wireless business is data. Although data revenues are not currently a significant portion of Cingular’s total revenues, Cingular plans to accelerate the development of this business. In late 2001, Cingular launched GPRS in Seattle, Las Vegas, eastern Tennessee, coastal Georgia and the Carolinas and plans to launch GPRS in California by mid-2002. In January 2002, Cingular announced the formation of a joint venture with AT&T Wireless Services Inc. (AT&T Wireless) that is expected to allow

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Cingular to extend its GSM/GPRS network coverage along interstate highways in the upper Midwestern and Western sections of the U.S. Cingular expects the new networks to be operational by the first quarter of 2003. Additionally, Cingular has announced it will begin upgrading its network to third generation (3G) wireless data technology by introducing Enhanced Data Rates for Global Evolution (EDGE). EDGE technology is Cingular’s choice for a 3G wireless communications standard that will allow customers to access the Internet from their wireless devices at higher speeds than in the past. This upgrade is expected to be completed by early 2004. During 2002, Cingular expects to spend approximately $4.5 billion for ongoing capital expenditures and to begin overlaying its existing network with GSM voice and GPRS/EDGE data technology.

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Geneva, Illinois Residential Telephone Rates--Ameritech Service Rates - 2002

Basic Services Rate Service Packages Rate

Basic Touch Tone Service - Primary Line $14.00 Economy Solution $31.95 Basic Service - Additional Line $14.00 Includes local calls, 60 toll free minutes Sensible Solution $39.95 A La Carte Services Includes local calls, 200 toll free minutes, Call Waiting 911 Free Caller ID, Call Forwarding, 3 Way Calling, Call Waiting $2.95 Preferred Call Forwarding Caller ID(Name & Number) (Free 1st 3 Months) $5.95 Complete Solution $49.95 3 Way Calling $2.25 Includes local calls, Unlimited toll free minutes, Call Forwarding $2.25 Call Waiting, Caller ID, Call Forwarding, 3 Way Preferred Call Forwarding $3.50 Calling, Preferred Call Forwarding Priority Ring $4.00 Distinctive Ring $4.00 Installation Charges Selective Call Blocking $4.00 900/976 Blocking Free Installation-Primary Line (Existing Wiring) $45.40 Last Call Return $3.95 Installation-Secondary Line (Existing Wiring) $20.50 Speed Dial 8 $5.00 New Installation (No wires or jacks) (Per Jack) $48.99 Speed Dial 30 $5.00 Non-published Number $2.75 Internet Services Listing Omitted from Directory Free Standard Directory Listing Free Unlimited Dial-Up Internet Access (With any package)$15.00 Inside Wire Maintenance $3.95 Unlimited Dial-Up Internet Access(Without package $21.95 Continuous Redial *66 $2.25 Fast Access DSL Service (With any package) $29.95 Voice Mail $5.95 Fast Access DSL Service (Without package) $49.94 Privacy Management ( Free 1st 3 Months) $6.95 Customer Code Restriction $2.00

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Geneva, Illinois Business Telephone Rates--Ameritech Service Rates - 2002

Basic Services Rate Service Packages Rate

Basic Touch Tone Service - Primary Service $17.00 Complete Choice $58.12 Basic Touch Tone Service - Additional Line $17.00 Includes: 1200 Local Minutes, 300 Local Toll Minutes, Call Waiting, Caller ID, 3 Way Calling, A La Carte Services Automatic Calling, Call Forwarding

911 Free Installation Charges Call Waiting $5.00 Caller ID (Name & Number) $10.00 Installation - Primary Line (Existing Wiring) $52.85 3 Way Calling $5.00 Installation - Secondary Line (Existing Wiring) $17.50 Call Forwarding $5.00 New Installation ( No Wires or Jacks) $85.00 Selective Call Blocking $6.00 Installation of Additional Jacks $20.00 Last Call Return $5.00 Additional Jacks $5.00 Speed Dial 8 $5.00 Speed Dial 30 $5.00 Internet Services Inside Wire Maintenance $4.00 900/976 Blocking Free Unlimited Dial-Up Internet Access(With Package) $15.95 Non-Published Number $3.00 Unlimited Dial-Up Internet Access(Without Package $21.95 Repeat Dialing $5.00 Fast Access DSL Service(With Package) $39.95 Voice Mail $17.45 Fast Access DSL Service(Without Package) $49.95 Voice Mail with Pager Notifications $21.45

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CITY OF GENEVA, ILLINOIS BROADBAND NETWORK INITIATIVE COMPETITIVE LOCAL EXCHANGE CARRIER OVERVIEW SEPTEMBER 20, 2002

I. OVERVIEW

A. General

As a result of the 1996 Telecommunications Act, alternative local exchange telephone companies are striving to penetrate the local telecommunications market. The passage of this legislation has placed the industry in a pro-competitive environment, providing many new alternative local service providers with an opportunity to compete in this evolving industry. The following is a list of some of the potential barriers to entry for alternative local exchange telephone companies: 1. Name recognition of incumbent local exchange telephone companies 2. Building awareness of entrants and their services 3. Lack of a network infrastructure for facilities-based providers 4. Development of resale and operational arrangements 5. Start-up costs 6. Interconnection arrangements 7. Unbundling 8. Number Portability 9. Operations and maintenance 10. Customers service (including billing systems) While the above list includes potential barriers, these barriers are not insurmountable. Competition should result in the advancement of deployed technology, creative service offerings, and greater choice and flexibility in the market place. As competition in the telecommunications industry continues to evolve, many new and innovative service offerings and combinations of services will be introduced to the market place. B. The State of Illinois

Confidential 1. 9/20/02 United Telesystems, Inc.

1. The Illinois Commerce Commission Illinois Commerce Commission 527 E. Capitol Avenue Springfield, IL 62701 The Illinois Commerce Commission (ICC) is responsible for providing information and making recommendations to the Commissioners of the ICC on matters concerning telecommunications. In addition, the ICC provides telecommunications information and assistance to members of the general public as well as other governmental bodies and the press. The ICC’s Telecommunications Division provides analytical, technical, and policy support on all telecommunications issues coming to the ICC--tariffs, rules, federal requirements, alternative regulatory proposals, mediation/arbitration requests, or any other circumstances in which state or federal law is applied to telecommunication services in Illinois.

2. Incumbent Local Exchange Telephone companies

Incumbent Local exchange telephone companies are defined as telecommunications companies that were historically granted exclusive franchises to build, maintain, and provide local telephone service. Incumbent local exchange telephone companies were certificated by the ICC to provide local exchange telecommunications service in the state on or before 1995. In response to the numerous inquiries about who is providing local exchange service in Illinois, the Illinois Commerce Commission has coordinated a listing of local exchange telephone companies. This listing includes the new competitive local exchange companies, as well as incumbent local exchange companies. Each company listed has the burden to keep this information current by providing the Illinois Commerce Commission with updated information. The Illinois Commerce Commission does not endorse any of these companies, but provides this information to further consumer education about customer choices.

Following, is a list of competitive local exchange providers certified in Illinois:

Confidential 2. 9/20/02 United Telesystems, Inc.

@LINK NETWORKS, INC. 361 Centennial Parkway Suite 250 Louisville, CO 80027 888-375-9750 (customer service phone number) 303-542-1414 (customer service fax number) [email protected] (customer service e-mail address)

Communities Served Provides service statewide.

Provides business and residential service.

Other services offered include point-to-point data service.

ACCESS ONE, INC. 125 N. Halsted 4th Floor Chicago, IL 60661 800-804-8333 (customer service phone number) 312-441-1010 (customer service fax number) [email protected] (customer service e-mail address) Www.accessoneinc.com (Internet address)

Communities Served

Chicago land and suburbs

Provides business service

Other services offered include local toll, long distance and Internet

ADAMS TELEPHONE CO-OPERATIVE 301 Rt. 94 P.O. Box 217 Golden, IL 62339 888-696-4611 (customer service phone number) 217-696-4811 (customer service fax number) www.adams.net (Internet address)

Communities Served

Augusta Golden Mendon Chambersburg Hersman Meyer Coatsburg Lima Mindale Fishhook Loraine Plymouth

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Ursa

Provides business service

Offers local service

Adams TelSystems, Inc. 301 Rt. 94 PO Box 99 Golden, IL 62339 217-696-4611 (customer service phone number) 217-696-4811 (customer service fax number)

Communities Served Hersman Chambersburg Fishhook Augusta Coatsburg Plymouth Meyer Mindale Golden Mendon Loraine Ursa Lima

Provides both residential and business services

Offers long distance service

ALHAMBRA-GRANTFORK TELEPHONE COMPANY 114 Wall St. P.O. Box 207 Alhambra, IL 62001 618-488-2165 (customer service phone number) 618-488-2121 (customer service fax number) www.agtelco.com (Internet address)

Communities Served

Alhambra Grantfork

Provides both residential and business service

Other services offered include local, long distance, Internet, and DSL (limited service area)

ALLEGIANCE TELECOM OF ILLINOIS, INC. 9201 North Central Expressway Dallas, TX 75231-5916 800-553-1989 (customer service phone number)

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214-261-7185 (customer service fax number) [email protected] (customer service e-mail address) www.allegiancetelecom.com (Internet address)

Communities Served

Arlington Heights Hinsdale Orland Park Bartlett Hoffman Estates Palatine Chicago La Grange River Grove Cicero Lake Forest Roselle Des Plaines Libertyville Schaumburg Downers Grove Lombard Skokie Elk Grove Village Morton Grove Tinley Park Elmhurst Naperville Wheaton Evanston Northbrook Wheeling Glen Ellyn Oak Brook Winnetka Glenview Oak Lawn Park Ridge Highland Park Oak Park Waukegan

Provides business service

Other services offered include local toll, long distance, Internet, and DSL

AMERITECH 555 East Cook Street Springfield, IL 62721 1-800-244-4444 (customer service phone number) www.Ameritech.com (Internet address)

Communities Served

Algonquin Bensenville Cantrall Alton Berwyn Carlyle Antioch Bethalto Cary Arlington Heights Big Rock Caitlin Athens Blue Island Centralia Aurora Bluford Champaign Aviston Braidwood Chicago Barrington Breese Chicago Heights Bartlett Brighton Cicero Batavia Brookfield Coal City Beardstown Buffalo Collinsville Beckemeyer Burton Columbus Beecher Cairo Crescent City Belleville Calumet City Crete Bellwood Canton Crystal Lake

Confidential 5. 9/20/02 United Telesystems, Inc.

Danville Harding Morris Decatur Harmony Mound City Deerfield Harristown Mounds Delavan Harvard Mount Vernon Des Plaines Harvey Mundelein Dix Herscher Naperville Downers Grove Highland Park Nashville Dundee Hinsdale New Athens Dwight Homewood New Lenox East Moline Huntley Newark East Saint Louis Illinois City Northbrook Edgemont Indianola O’Fallon Edgington Ipava Oak Forest Edwardsville Itasca Oak Lawn Elburn Iuka Oak Park Elgin Joliet Oakford Elk Grove Kaneville Oakwood Elmhurst Kankakee Oglesby Elwood Kaskaskia Olive Branch Evanston Kell Onarga Fairmount Kinmundy Orland Park Farmington La Grange Oswego Fiatt LaSalle Ottawa Fithian Lake Forest Palatine Forrest Lake Villa Palos Park Fowler Lake Zurich Park Ridge Fox Lake Lansing Payson Frankfort Lebanon Peoria Franklin Park Lemont Peotone Freeburg Lewiston Petersburg Galena Liberty Pistakee Highlands Gardner Libertyville Plainfield Geneva Lisbon Plano Georgetown Lockport Plato Center Germantown Lombard Plattville Gibson City Manhattan Quincy Gilman Manteno Ridge Farm Glen Carbon Marengo River Grove Glen Ellyn Marine Riverdale Glencoe Maywood Riverside Glenview Mazon Riverton Granite City McClure Rochester Grant Park McHenry Rock Island Grayslake Minooka Rockford Greenville Mokena Roselle Half Day Moline Round Lake Hampshire Momence Saint Anne Hanna City Monee Saint Charles

Confidential 6. 9/20/02 United Telesystems, Inc.

Saint Joseph Thornton West Chicago Salem Tinley Park West Dana San Jose Trivoli Western Springs Seneca Trenton Westville Skokie Troy Wheaton South Beloit Union Wheeling Spring Bay Urbana Willow Springs Springfield Utica Wilmette Sterling Vandalia Wilmington Sugar Grove Verona Winnetka Summit Warrenville Wood River Tallula Watseka Woodstock Tamms Wauconda Yorkville Thebes Waukegan Zion

AMERIVOICE TELECOMMUNICATIONS, INC. (AVTI) 212 West Wisconsin Avenue Suite 500 Milwaukee, WI 53203 800-471-2701 (customer service phone number) 800-790-2242 (customer service fax number) [email protected] (customer service e-mail address) www.amerivoice.com (Internet address)

Communities Served

State of Illinois

Provides both residential and business service

Other services offered include local toll, long distance, Internet, paging, wireless, voice mail, and customer premises equipment

AMI COMMUNICATIONS, INC. 1 W. State Suite 203A Geneva, IL 60134 800-254-3202 (customer service phone number) 630-262-2910 (customer service fax number) [email protected] (customer service e-mail address) www.amicomm.com (Internet address)

Communities Served

See Ameritech Communities Served

Confidential 7. 9/20/02 United Telesystems, Inc.

Provides both residential and business service

Other services offered include local, long distance, DSL, Internet, Point to Point circuits, and Frame relay.

ARBROS COMMUNICATIONS LICENSING COMPANY CENTRAL, L.L.C 1100 Wayne Ave. Silver Spring, Maryland 20910 888-427-2767 (customer service phone number) 301-577-5289 (customer service fax number) [email protected] (e-mail address) www.arbros.com (Internet address)

Serves the entire state of Illinois

Provides only business service

Also provides local, long distance, customer, ISDN PRI, Private line, and customer premises equipment

ATS Services LLC Facilitel, Hav-a-phon 729 Pinecrest Dr. Prospect Heights, IL 60070 888-675-6347 (Customer Service Phone Number) 847-243-8701 (Customer Service Fax Number)

Communities Served MSA1 communities

Provides residential service.

Offers local, long distance, and local toll services

AT&T 800-288-4622 (customer service phone number) 800-222-0300 (customer service phone number) www.digitalphone.att.com (internet address)

Communities Served Arlington Heights Hanover Park Prospect Heights

Confidential 8. 9/20/02 United Telesystems, Inc.

Bannockburn Highland Park Riverwoods Bartlett Highwood Schaumburg Deerfield Kenilworth Streamwood Delmar Woods Lincolnshire Unincorporated Lake & Cook County Des Plaines Mt. Prospect Wheeling Glencoe Park Ridge Winnetka

Provides residential service.

Other services offered include local toll, long distance, paging, Internet, wireless, and customer premises equipment.

AT&T WIRELESS www.attws.com (internet address)

Communities Served AT&T Wireless serves a variety of communities throughout the State of Illinois. For the most complete and up-to-date listings, please access the AT&T Wireless website.

Provides residential and business service.

Other services offered include local toll, long distance, paging, Internet, wireless, and customer premises equipment.

105 Plain St. Sharon, WI 53585 262-736-9981 (customer service phone number) 262-736-9200 (customer service fax number) [email protected] (customer service e-mail address)

Communities Served

Caledonia Sharon Capron Clinton Harvard Poplar Grove

Provides both residential and business service Other services offered include local BULLS EYE TELECOM, INC. 25900 Greenfield Road Suite 330 Oak Park, MI 877-638-2855 (customer service phone number) 248-784-2679 (customer service fax number) [email protected] (e-mail address) www.bullseyetelecom.com (Internet address)

Communities Served All Ameritech serving locations

Confidential 9. 9/20/02 United Telesystems, Inc.

Provides Business service

Also offers local and long distance

CAMBRIDGE TELEPHONE COMPANY Scott Rubin 111 East First Street Geneseo, IL 61254 309-944-2103 (customer service phone number) 309-944-4406 (customer service fax number) [email protected] (customer service e-mail address) www.geneseo.com (Internet address)

Communities Served

Cambridge Osco

Provides both residential and business service

Other services offered include local toll, long distance, Internet and customer premises equipment

CASS TELEPHONE COMPANY PO Box 200 100 Red Bud Road Virginia, IL 62691 217-452-3022 (customer service phone number) 217-452-7797 (customer service fax number) [email protected] (e-mail address) www.casscomm.com (Internet address) Communities Served Ashland Easton Chandlerville Virginia

Provides both residential and business service Other services offered include local toll, DSL and customer premises equipment CIMCO COMMUNICATIONS, INC. 18 W. 100 22nd Street Suite 109 Oakbrook Terrace, IL 60181 800-922-4626 (customer service phone number) 630-691-8788 (customer service fax number) www.cimco.net (internet address)

Communities Served

State of Illinois

Confidential 10. 9/20/02 United Telesystems, Inc.

Provides business service

Other services offered include local toll and long distance

CITY OF SPRINGFIELD 800 East Monroe St. Springfield, IL 62757 217-757-8520 ext 2111 (customer service phone number) 217-789-2082 (customer service fax number) [email protected] (e-mail address) www.cwlp.com (Internet address)

Communities Served Springfield

Provides business service

Other services offered include Ethernet, high-speed data, and wide area network services

Compass Telecommunications, Inc. 7001 N. Scottsdale Ave. Suite 2000 Scottsdales, AZ 85253 877-615-3468 (Residential Customer Service phone number) 480-367-8000 (Business Customer Service phone number) 877-879-0284 (Residential customer Service phone number) 480-367-8008 (Business Customer Service phone number) [email protected] (E-mail Address) www.compasstel.com (Internet Address)

Provides both residential and business services.

Offers long distance service.

Provides no local service at this time

COMTECH SOLUTIONS, L.L.C INTEGRATED CONNECTIONS 310 Rt. 94 PO Box 43 Golden, IL 62339 217-696-4627 (customer service phone number) 217-696-4811 (customer service fax number)

Communities Served Alvin DeLand Mt. Sterling Arcola Donovan Newman Armstrong East Lynn Ogden Arrowsmith Elliott Onarga Arthur Emington Paxton Ashkum Fairbury Payson

Confidential 11. 9/20/02 United Telesystems, Inc.

Atwood Farmer City Penfield Augusta Fiairmount Pesotum Bellflower Fisher Philo Bement Fithian Piper City Bismarck Flatville Potomac Bondville Foosland Quincy Bowen Forrest Rankin Broadlands Fowler Rantoul Buckley Georgetown Ridge Farms Burton Gibson City Roberts Cabery Gifford Rossville Cerro Gordo Hammond Sadorus Chambersburg Henning Saint Anne Champaign Herscher Saint Joseph Chatsworth Hersman Saunemin Chebanse Homer Saybrook Cheneyville Hoopseton Seymour Chenoa Ivesdale Sibley Cisco Kempton Sidell Cissna Park La Place Sidney Clayton Littleton Stockland Clifton Loda Strawn Coatsburg Loraine Thawville Colfax Ludlow Thomasboro Collison Mahomet Tolono Columbus Mansfield Tuscola Cooksville Melvin Urbana Crescent City Mendon Ursa Cropsey Meyer Versailles Cullom Milford Villa Grove Danforth Mindale Wellington Danville Monticello Woodland Provides both residential and business services Also provides long distance CONCERT 11921 Freedom Drive Reston, VA 20190 Attn: Mark Creech

703-262-1681 (Customer service phone number) 703-262-1697 (Customer service fax number) [email protected] (customer service E-mail Address) www.concert.com (Internet Address)

Communities Served: Not Available

Provides Business Service.

Offers local and long distance service

Confidential 12. 9/20/02 United Telesystems, Inc.

CONVERGENT COMMUNICATIONS SERVICES, INC. 6892 S. Yosemite Ct. 1st Floor Englewood, IL 80112 Phone number, fax number, and E-Mail address not available www.converg.com (Internet address)

NO SERVICE AVAILABLE AS OF JULY 31, 2001

CORECOMM ILLINOIS, INC. 5910 Landerbrook Drive Mayfield Heights, OH 44124 (877) 267-3266 (Customer service phone number) www.core.com (customer service email address)

Communities Served: Chicago Metropolitan Area

Provides business and residential service.

Other services offered include local, long distance and Internet.

C-R TELEPHONE COMPANY P.O. Box 339 106 N. 6th Street Cornell, IL 61319 815-358-2211 (customer service phone number) 815-358-2219 (customer service fax number) [email protected] (customer service e-mail address) www.crtelco.net (Internet address) Communities Served

Cornell Ransom

Provides both residential and business service

Other services offered include local toll, long distance, DSL, Internet, and customer premises equipment

CROSSVILLE COMMUNICATIONS 301 W. Main St. P.O. Box 209 Crossville, IL 62827 618-966-2196 (customer service phone number) 618-966-2195 (customer service fax number) [email protected] (customer service e-mail address)

Confidential 13. 9/20/02 United Telesystems, Inc.

Communities Served

Calvin Crossville Phillipstown

Provides both residential and business service

Other services offered include local toll, long distance and customer premises equipment

DATA NET SYSTEMS 1608 Barclay Blvd. Buffalo Grove, IL 60089-4523 847-808-0288 (customer service phone number) 847-808-8913 (customer service fax number) [email protected] (E-Mail address) dnsys.com (Internet address) Serves Evanston and Peoria

Provides residential and business services

Offers local service.

DIGITAL TELEPORT, INC. 8112 Maryland Avenue St. Louis, MO 63105 314-880-1000 (customer service phone number) 314-880-1999 (customer service fax number) www.digitalteleport.net (Internet address) Communities Served None Other services offered include wholesale carrier services DIVERSE COMMUNICATIONS, INC. 246 N. Division St. Woodhull, Illinois 61490 309-334-2150 (Customer Service Phone Number) 309-334-2989 (Customer Service Fax Number)

Communities Served Alpha

Offers residential and business service

Other services offered are local, long distance, Internet, customer premises equipment, and by the end of the year (2001) DSL

DONTEL INTERNATIONAL, LLC 1400 S. Wolf Road

Confidential 14. 9/20/02 United Telesystems, Inc.

Suite 105 Wheeling, IL 60090 888-835-6932 (customer service phone number) 847-465-1092 (customer service fax number) [email protected] (customer service e-mail address) www.dontel.com (Internet address)

Communities Served

State of Illinois

Provides both residential and business service

Other services offered include local toll, long distance, Internet, paging, wireless and customer premises equipment

DSL.NET, INC. 545 Long Wharf Dr. 5th Floor New Haven, CI 06511 800-455-5546 (customer service phone number) 203-624-3612 (customer service fax number) [email protected] (customer service e-mail) www.dsl.net (Internet address)

Communities served: Arlington Heights Libertyville Bensenville Lombard Champaign Naperville Deerfield Northbrook Des Plains Oak Park Downers Grove Palatine Elgin Park Ridge Elk Grove Village Roselle Elmhurst Skokie Evanston Springfield Geneva Wheaten Hinsdale Wheeling Hoffman Estates

Provides business service

Offers DSL service

eMERITUS COMMUNICATIONS, INC. TELEPHONE BUSINESS SOLUTIONS, INC. 8750 N. Central Expressway

Confidential 15. 9/20/02 United Telesystems, Inc.

Suite 2000 Dallas, TX 75231 800-871-0999 (customer service phone number) [email protected] (e-mail address) www.eMerituscorp.com (internet address)

Communities Served Statewide long distance

Also provides local toll

EAGLE COMMUNICATIONS, INC 60 E. 56th St. 9th Floor New York, NY 10022 800-339-7171 (Customer service phone number) 212-758-3453 (Customer service fax number) [email protected] (E-mail address) www.eagletelco.com (Internet address)

Provides business service

Other services offered are local and long distance.

Eagle is not providing local service at this time. They are providing long distance in Rushville.

EASTON TELECOM SERVICES, INC. Summit 11-Unit A 3046 Brecksville Rd. Richfield, OH 44286 800-222-8122 (customer service phone number) 800-227-8420 (customer service fax number) [email protected] (customer service e-mail address) www.eastontelecom.com (Internet address)

Provides service for all communities in Illinois

Both residential and business services offered

Other services included: local and long distance

EAST CALL HOME 4212 W. Lawrence Chicago, IL 60630 773-736-3952 (customer service phone number)

Confidential 16. 9/20/02 United Telesystems, Inc.

773-427-8497 (customer service fax number) easycall.com (Internet address)

Communities Served Chicago Area and all surrounding suburbs All Ameritech Region

Provides residential service

Other services offered are local and pre-paid local

EGYPTIAN TELEPHONE COOPERATIVE ASSOCIATION, INC. 1010 W. Broadway Steeleville, IL 62288 618-774-1000 (customer service phone number) 618-774-1025 (customer service fax number) [email protected] (customer service e-mail address) www.egyptian.com (Internet address)

Communities Served

Baldwin Oakdale Venedy Blair Rice Glenn St. Libory

Provides both residential and business service Other services offered include local toll, long distance, Internet and customer premises equipment ELECTRIC LIGHTWAVE, INC. 4400 Northeast 77th Avenue Vancouver, WA 98662-6706 800-354-2780 (customer service phone number) 360-816-5319 (customer service fax number) E-mail address can be established with customer upon request. Http://www.eli.net (internet address)

Communities Served: All of the State of Illinois via switched and dedicated long distance calls termination.

Provides business service.

Other services offered including long-distance.

EL PASO TELEPHONE COMPANY 48 West First Street P.O. Box 257 El Paso, IL 61738 309-527-4500 (customer service phone number)

Confidential 17. 9/20/02 United Telesystems, Inc.

309-527-5700 (customer service fax number) [email protected] (e-mail address) www.elpaso.net (internet address)

Communities Served

El Paso Kappa Panola

Provides both residential and business service Communities Served- Internet Only Secor Eureka

Other services offered include long distance, DSL and Internet

ENRON BROADBAND SERVICES,INC. 1400 Smith St. Houston, TX 77002 713-853-9191 (Customer Service Phone Number) 713-646-8160 (Customer Service Fax Number) [email protected] (Customer Service E-Mail Address) www.enron.com (Internet Address)

Services Offered: Data Only

ESSEX TELCOM, INC. 2 East 3rd Street Sterling, IL 61081 815-625-8893 (Customer service phone number) 815-625-8894 (Customer service fax number) [email protected] (E-mail address) essextelcom.com (Internet address)

Provides both Residential and Business services

Other services offered are local, wireless, DSL, and customer premises equipment

Communities Served Amboy Ashton Chadwick Coleta Creston DeKalb Dixon Franklin Grove Fulton Genoa Grand Detour Harmon Hinckley Hooppole Kirkland Lanark Leaf River Lyndon Malta Maple Park Milledgeville Monroe Center Morrison Mt. Carroll Mt. Morris Nelson Oregon

Confidential 18. 9/20/02 United Telesystems, Inc.

Polo Prophetstown Rochelle Savanna Shannon Sterling Steward Sublette Sycamore Tampico Thomas Waterman Freeport

EXCEL TELECOMMUNICATIONS, INC 8750 N. Central Expressway Suite 2000 Dallas, TX 75231 www.excel.com (Internet address)

Communities Served Statewide long distance

Provides both residential and business service

Other services offered are: long distance, Internet, wireless, local toll, and paging

EZ TALK COMMUNICATIONS, LLC 4727 South Main Stafford, TX 77477 800-804-6880 (customer service phone number) 888-401-0998 (customer service fax number) [email protected] (customer service email address) Eztalktelephone.com (internet address)

Communities Served

Provides both residential and business service.

Other services offered include local toll.

FLAT ROCK TELEPHONE CO-OPERATIVE, INC. 104 N. Rundle St. P. O. Box 147 Flat Rock, IL 62427 618-584-3211 (customer service phone number) 618-584-3210 (customer service fax number)

Communities Served

Flat Rock

Provides both residential and business service

Other services offered include local toll, long distance, Internet and customer premises equipment

Confidential 19. 9/20/02 United Telesystems, Inc.

FLAT ROCK COMMUNICATIONS, INC. Po Box 147 104 North Rundle St. Flat Rock, IL 62427 618-584-3211 (customer service phone number) 618-584-3210 (customer service fax number) [email protected] (e-mail address) www.frtci.net (Internet address)

Communities Served Flat Rock Crawford County

Does not provide business or residential service

Other services provide long distance

FOCAL COMMUNICATONS CORPORATION OF ILLINOIS 200 N. LaSalle St. Chicago, IL 60601 888-362-2522 or 888-FOCAL-CC (customer service phone number) 888-895-8402 (customer service fax number) [email protected] (customer service e-mail address) www.focal.com (Internet address)

Communities Served

Addison Cook County Hickory Hills Algonquin Crystal Lake Highland Park Arlington Heights Deerfield Hillside Aurora Des Plaines Hinsdale Bannockburn Dolton Hoffman Estates Barrington Downers Grove Itasca Batavia DuPage Joliet Bedford Park Elburn Kane County Bensenville Elgin La Grange Bolingbrook Elk Grove Village Lake Bluff Broadview Elmhurst Lake County Buffalo Grove Evanston Lake Forest Burbank Forest Park Lake Zurich Calumet City Franklin Park Lansing Carol Stream Glenview Libertyville Carpentersville Grundy County Lincolnshire Cary Gurnee Lincolnwood Chicago Hanover Park Lisle Chicago Heights Harvey Lombard Cicero Harwood Heights Long Grove

Confidential 20. 9/20/02 United Telesystems, Inc.

Lynwood Palos Hills Streamwood Maywood Park Ridge Summit McHenry Plainfield Tinley Park Melrose Park Prairie Grove University Park Morton Grove Prospect Heights Vernon Hills Mount Prospect Riverdale Villa Park Mundelein Riverwoods Warrenville Naperville Rolling Meadows Waukegan New Lenox Romeoville Westchester Niles Rosemont Western Springs North Chicago Round Lake Westmont Northbrook Round Lake Beach Wheaton Northfield Schaumburg Wheeling Oak Brook Schiller Park Will County Oak Lawn Skokie Wilmette Oak Park South Barrington Winnetka Oakbrook Terrace South Holland Wood Dale Orland Park St. Charles Woodridge Palatine Stickney Woodstock

Provides business service

Other services offered include local toll, message toll, long distance, collocation and customer premises equipment

FRONTIER COMMUNICATIONS - LAKESIDE, INC. 117 W. Jefferson St. Mt. Pulaski, IL 62548 800-921-8101 residential (customer service phone number) 800-921-8104 business (customer service phone number)

For customer service e-mail, see form on homepage. www.globalcrossing.com (Internet address)

Communities Served Findlay Kirksville

Provides both residential and business service

Other services offered include local toll and long distance

FRONTIER COMMUNICATIONS - MIDLAND, INC. 117 W. Jefferson St. Mt. Pulaski, IL 62548-1156 800-845-5128 (customer service phone number) For customer service e-mail, see form on homepage.

Confidential 21. 9/20/02 United Telesystems, Inc.

www.frontiercorp.com (Internet address)

Communities Served Arenzville Modesto Sefton Concord Oconee Shipman Dorchester Pocahontas Woodburn Herrick Scottsville

Provides both residential and business service

Other services offered include local toll, long distance and Internet

FRONTIER COMMUNICATIONS OF DEPUE, INC. P.O. Box 110 Fourth & Lake Street Depue, IL 61322 800-565-7138(customer service phone number) For customer service e-mail, see form on homepage. www.frontiercorp.com (Internet address)

Communities Served Depue

Provides both residential and business service

Other services offered include local toll, long distance, customer premises equipment and Internet

FRONTIER COMMUNICATIONS OF ILLINOIS, INC. 117 W. Jefferson St. Mt. Pulaski, IL 62548 800-845-5130 (customer service phone number) For customer service e-mail, see form on homepage. www.globalcrossing.com (Internet address)

Communities Served

Cooksville Kempton Towanda Cullom Moweaqua Danvers Saunemin

Provides both residential and business service Other services offered include local toll, long distance, DSL, customer premises equipment, and Internet

FRONTIER COMMUNICATIONS OF LAKESIDE 117 W. Jefferson St. Mt. Pulaski, IL 62548-1156

Confidential 22. 9/20/02 United Telesystems, Inc.

800-845-5035 (Customer Service Phone Number) www.frontiercorp.com (Internet Address)

Provides both residential and business service.

Provides local, long distance, Internet, and customer premises equipment

Communities Served Findlay and Kirksville

FRONTIER COMMUNICATIONS OF MOUNT PULASKI, INC. 117 W. Jefferson St. Mt. Pulaski, IL 62548 217-792-5618 (customer service phone number) For customer service e-mail, see form on homepage. www.frontiercorp.com (Internet address)

Communities Served Chestnut Latham Mt. Pulaski

Provides both residential and business service Other services offered include local toll, long distance and Internet

FRONTIER COMMUNICATIONS OF ORION, INC. 1018 4th St. Orion, IL 61273 800-565-5509 res (customer service phone number) 309-526-9905 bus (customer service phone number) For customer service e-mail, see form on homepage. www.frontiercorp.com (Internet address)

Communities Served Orion/ Coal Valley/ Lynn Center/ Oseo

Provides both residential and business service

Other services offered include local toll, long distance and Internet

FRONTIER COMMUNICATIONS OF SCHUYLER, INC. 172 S. Congress Rushville, IL 62681 800-728-2203 (customer service phone number) For customer service e-mail, see form on homepage. www.frontiercorp.com (Internet address)

Confidential 23. 9/20/02 United Telesystems, Inc.

Communities Served Rushville

Provides both residential and business service

Other services offered include local toll, long distance, DSL, customer premises equipment, and Internet

FRONTIER COMMUNICATIONS - PRAIRIE, INC. 117 W. Jefferson St. Mt. Pulaski, IL 62548-1156 800-845-5127 (customer service phone number) For customer service e-mail, see form on homepage. www.frontiercorp.com (Internet address)

Communities Served Flanagan Graymont

Provides both residential and business service

Other services offered include local toll, long distance and Internet

GALLATIN RIVER COMMUNICATIONS, LLC 100 N. Cherry Galesburg, IL 61401 800-223-1851 (customer service phone number - residential) 800-371-6712 (customer service phone number - business) www.gallatinriver.com (internet address)

Communities Served Avon Harmon Pekin Cameron Havana Savanna Dixon Knoxville South Pekin Forest City Lacon Talbott Galesburg Mount Carroll Thompson Grand Detour Nelson Topeka Green Valley North Pekin Wataga

Provides both residential and business service

Other services offered include local toll and customer premises equipment

GALLATIN RIVER LONG DISTANCE SOLUTIONS 100 North Cherry St. Galesburg, IL 61401 800-233-1851 (customer service phone number –residential) 800-371-6712 (customer service fax number –business) www.gallatinriver.com (internet address)

Confidential 24. 9/20/02 United Telesystems, Inc.

Serves entire state of Illinois

Provides both residential and business services

Other services offered are long distance and local toll

GENESEO COMMUNICATION SERVICES, INC. 111 East First Street Geneseo, IL 61254 309-944-2103 (customer service phone number) 309-944-4406 (customer service fax number) [email protected] (e-mail address) www.geneseo.net (internet address)

Communities Served None

Does not provide residential or business service

GENESEO TELEPHONE COMPANY 111 East First St. Geneseo, IL 61254 309-944-2103 (customer service phone number) 309-944-4406 (customer service fax number) [email protected] (customer service e-mail address) www.geneseo.com (Internet address)

Communities Served Colona Geneseo Green River

Provides both residential and business service

Other services offered include local toll, long distance, Internet, wireless and customer premises equipment

GLOBALCOM, INC. 333 West Wacker Drive Suite 1500 Chicago, IL 60606 888-754-7283 (customer service telephone number) 312-492-1414 (customer service fax number) www.global-com.com (internet address)

Communities Served Throughout Illinois

Confidential 25. 9/20/02 United Telesystems, Inc.

Provides business service and incidental residential service

Other services offered include local toll, Internet, DSL, local, long distance, and customer premises equipment

GLOBAL METRO NETWORK ILLINOIS, L.L.C. 8401 Colesville Road Silver Spring, MD 20910 888-372-6430 (customer service phone number) 301-578-1965 (customer service fax number) [email protected] (e-mail address) www.globalmetro.com (internet address)

Communities Served None

Offers Dark Fiber service

GRAFTON TELEPHONE COMPANY 119 East Main St. Grafton, IL 62037 618-786-4000 (customer service phone number) 618-786-3891 (customer service fax number) [email protected] (customer service e-mail address) www.gtec.com (Internet address)

Communities Served Jerseyville

Provides both residential and business service in 2002

Other services offered include local toll, long distance, Internet, DSL, and customer premises equipment

GRIDLEY TELEPHONE COMPANY 108 East Third Street P.O. Box 129 Gridley, IL 61744-0129 309-747-2221 (customer service phone number) 309-747-2888 (customer service fax number) [email protected] (customer service e-mail address) www.gridtel.com (Internet address)

Communities Served Grafton Lake Bloomington Meadow

Confidential 26. 9/20/02 United Telesystems, Inc.

Provides both residential and business service

Other services offered include local toll and DSL

GRIDLEY COMMUNICATIONS, INC. 108 East Third Street Gridley, IL 61744 309-747-2800 (customer service phone number) 309-747-2888 (customer service fax number) [email protected] (e-mail address) www.gridtel.com (internet address)

Communities Served Gridley Meadows Lake Bloomington

Provides both residential and business services Other services include long distance, Internet, wireless, and customer premises equipment

GTE NORTH INCORPORATED - SEE VERIZON NORTH, INC.

GTE SOUTH INCORPORATED - SEE VERIZON SOUTH, INC.

HAMILTON COUNTY TELEPHONE COOPERATIVE P.O. Box 40 Dahlgren, IL 62828 618-736-2211 (customer service phone number) 618-736-2616 (customer service fax number)

Communities Served Belle Prairie Broughton Macedonia Belle Rive Dahlgren Blairsville Dale

Provides both residential and business service Other services offered include local toll, long distance and customer premises equipment

Hamilton County Communications, Inc Hwy. 142 P.O. Box 40 Dahlgren, IL 62828 618-736-2211 (Customer Service Phone Number) 618-736-2616 (Customer Service Fax Number)

At present time, HCCI does not provide and telephone services.

HARRISONVILLE TELEPHONE COMPANY 213 South Main Street

Confidential 27. 9/20/02 United Telesystems, Inc.

P.O. Box 149 Waterloo, IL 62298-0149 618-939-6112 (customer service phone number) 618-939-4826 (customer service fax number) www.htc.net (Internet address)

Communities Served

Columbia Red Bud Waterloo Dupo Renault Prairie du Rocher Valmeyer

Provides both residential and business service

Other services offered include local toll, long distance, Internet, DSL, paging and customer premises equipment HENRY COUNTY COMMUNICATIOS, INC. 111 East First Street Geneseo, IL 61254 309-944-2103 (customer service phone number) 309-944-4406 (customer service fax number) [email protected] (e-mail address) www.geneseo.net (internet address)

Communities Served None

Does not provide residential or business service

HENRY COUNTY TELEPHONE COMPANY 111 East First Street Geneseo, IL 61254 309-944-2103 (customer service phone number) 309-944-4406 (customer service fax number) [email protected] (customer service e-mail address) www.geneseo.com (Internet address)

Communities Served

Annawan Atkinson

Provides both residential and business service

Other services offered include local toll, long distance, Internet, DSL and customer premises equipment

HOME TELEPHONE COMPANY 501 North Douglas

Confidential 28. 9/20/02 United Telesystems, Inc.

P.O. Box 215 St. Jacob, IL 62281 618-644-2111 (customer service phone number) 618-644-9525 (customer service fax number) [email protected] (customer service e-mail address) www.hometel.com (Internet address)

Communities Served St. Jacob Highland

Provides both residential and business service

Other services offered include customer premises equipment, local, long distance, Internet, and local toll HTC TECHNOLOGIES CO. 213 S. Main PO Box 149 Waterloo, IL 62298-0149 618-939-1600 (Customer Service phone number) 618-939-4826 (Customer Service fax number) [email protected] (Customer service e-mail address) www.htc.com (Internet address)

Communities Served Belleville O’Fallon Collinsville Edwardsville Alton E. St. Louis

Provides residential and business service

Other services include wireless, Internet and DSL

IG2, INC. 888-428-8654 (customer service phone number) 718-520-0783 (customer service fax number) [email protected] (e-mail address) www.ig2.com (Internet address)

Will provide local, long distance, Internet (digital video), DSL, customer premises equipment, local toll, and video conferencing

Will provide both residential and business services

Does not provide any communities

ILLINOIS BELL TELEPHONE COMPANY - SEE AMERITECH

Confidential 29. 9/20/02 United Telesystems, Inc.

ILLINOIS CONSOLIDATED TELEPHONE COMPANY 121 South 17th Street Mattoon, IL 61938 800-500-9000 (customer service phone number - business) 800-553-9981 (customer service phone number - residential) 217-235-5600 (customer service fax number - business) 217-234-9600 (customer service fax number - residential) www.illinoisconsolidated.com (Internet address)

Communities Served Arcola Humboldt Raymond Arthur Irving Shelbyville Ashmore Kincaid Sigel Assumption Litchfield Stewardson Atwood Martinsville Stonington Blue Mound Mattoon Strasburg Charleston Morrisonville Taylorville Cowden Mt. Auburn Tower Hill Edinburg Nokomis Westervelt Effingham Oakland Windsor Farmersville Oblong Witt Gays Owaneco Hillsboro Pana

Provides both residential and business service

Other services offered include local toll, long distance, Internet, paging, wireless and customer premises equipment

ILLINOIS TELEPHONE COMPANY 2300 North 17th Avenue Franklin Park, IL 60131 847-451-8888 (customer service phone number) 847-451-7878 (customer service fax number)

Communities Served Addison Elgin Naperville Arlington Heights Elmhurst Oak Lawn Aurora Elmwood Park Oak Park Bellwood Franklin Park Park Ridge Bensenville Glendale Heights River Forest Berwyn Glenview Roselle Rolling Brook Hindsdale Schaumburg Brookfield Itaska Skokie Carol Stream LaGrange Villa Park Chicago Lombard Wheaton

Confidential 30. 9/20/02 United Telesystems, Inc.

Cicero Maywood Woodridge Des Plaines Melrose Park Wood Dale Downers Grove Miles

INTERMEDIA COMMUNICATIONS, INC. 3625 Queen Palm Drive Tampa, FL 33619-1309 888-879-2300 (customer service phone number) 813-829-5975 (customer service fax number) [email protected] (customer service e-mail address) http://www.intermedia.com (Internet address)

Communities Served Provides statewide service.

Provides business service.

Other services offered include local toll and long distance.

INTETECH, L.C. 7077 Bonneral Road Suite 600 Jacksonville, FL 32216 877-468-3832 (customer service phone number) 904-564-6201 (customer service fax number) [email protected] (customer service e-mail address) www.intetech.com (Internet address)

Communities Served Urbana

Provides both residential and business service

Other services offered include long distance, Internet, and cable (resell)

KCI LONG DISTANCE, INC. One Telergy Parkway East Syracuse, NY 13057 800-448-4700 (phone number) 315-449-0397 (fax number) [email protected] (e-mail address)

IN THE PROCESS OF WITHDRAWING AS A TELECOMMUNICATIONS PROVIDER

LA HARPE TELEPHONE COMPANY P.O. Box 462

Confidential 31. 9/20/02 United Telesystems, Inc.

104 N. Center St. La Harpe, IL 61450 217-659-7721 (customer service phone number) 217-659-7727 (customer service fax number) [email protected] (customer service e-mail address)

Communities Served La Harpe

Provides both residential and business service

Other services offered include local toll, long distance, Internet, and customer premises equipment

LEAF RIVER TELEPHONE COMPANY 102 W. 2nd St. Leaf River, IL 61047 815-738-2211 (customer service phone number) 815-738-6060 (customer service fax number)

Communities Served Leaf River Myrtle Lightsville Rockvale Egan

Provides both residential and business service

Provides local service

Other services offered include local toll, long distance, Internet, and customer premises equipment (leased)

LIGHTSPEED TELECOM, LLC 111 A East Main Suite 201 Salem, IL 62881 618-548-8484 (customer service phone number) 618-548-3491 (customer service fax number) [email protected] (Internet address) www.getinthering.net (Internet address)

Communities Served All of Illinois

Provides both residential and business service

Other services offered include local toll and long distance

Confidential 32. 9/20/02 United Telesystems, Inc.

LOCAL EXCHANGE- PRE PAID 4727 S. Main Stafford, TX 77477 800-804-6880 (customer service phone number) 281-274-7750 (customer service fax number) eztalk@eztalktelephone (e-mail address) www.eztalktelephone.com (internet address)

Communities Served State of Illinois

Provides residential serviceAlso offers local service

LOOKING GLAS NETWORKS, INC 1111 W. 22nd St. Suite 600 Oak Brook, IL 60523 866-778-5461 (Customer service phone number) 866-778-5462 (Customer service fax number) [email protected] (e-mail address) www.lglass.com (Internet address) Residential service will not be provided. The company expects to be providing non-switched dedicated access and transport services. Offers local service

No communities are being served at this time. The company is completing the building of its Chicago metropolitan area network and expects to be providing service to the Chicago metropolitan area before the end of the year.

LOOP TELECOM, LP 330 Wells #711 Chicago, IL 60606 312-344-5116 (customer service phone number) 312-341-9596 (customer service fax number) kspellacy2looptel.com (e-mail address)

Communities Served Chicago

Provides both residential and business services

Other services provided are local, long distance, and Internet

MADISON TELEPHONE COMPANY 118 East State Street Hamel, IL 62046 618-633-2267 (customer service phone number)

Confidential 33. 9/20/02 United Telesystems, Inc.

618-633-2713 (customer service fax number) [email protected] (customer service e-mail address) www.madisontelco.com (internet address)

Communities Served Hamel Prairietown Worden Livingston Staunton

Provides both residential and business service

Other services offered include local toll, DSL, Internet, and cable

MADISON RIVER COMMUNICATIONS L.L.C. GALLATIN RIVER INTEGRATED COMMUNICATIOS SOLUTIONS 100 North Cherry Street Galesburg, IL 61401 800-223-1851 (customer service phone number) www.grics.com (internet address)

Communities Served Savanna Mt. Carroll Thomson Galesburg Knoxville Wataga Cameron Avon Dixon Grand Detour Harmon Forest City Pekin North Pekin Talbott Manito Topeka Havana Nelson Monmouth Abingdon

Provides both residential and business service Other services provided are Internet and DSL

MADISON RIVER COMMUNICATIONS, L.L.C. PO Box 430 103 South Fifth St. Mebane, NC 27302 877-249-1841 (customer service phone number) 919-304-9068 (customer service fax number) [email protected] (e-mail address) www.emadisonriver.com/cd/customer

Communities Served Peoria Bloomington

Provides business service Other services offered are local, Internet, DSL, long distance, local toll, Internet egress, and customer premises equipment

Confidential 34. 9/20/02 United Telesystems, Inc.

MARSEILLES TELEPHONE COMPANY P.O. Box 800 Metamora, IL 61548-0800 309-367-4197 (customer service phone number) 309-367-2616 (customer service fax number)

Communities Served Marseilles The company actively markets service to business customers. The company accepts orders for residential service via its toll free number. Offers local Internet, long distance, DSL, local toll, and web hosting. MAX-TEL COMMUNICATIONS, INC. P.O. Box 280 Alvord, TX 76225 800-583-2289 (customer service phone number) 940-427-3942 (customer service fax number) [email protected] (customer service e-mail address) www.max-tel.com (internet address)

Communities Served State of Illinois

Provides residential service

Other services offered include local toll, long distance, paging and Internet

MCDONOUGH TELEPHONE COOPERATIVE, INC. MCT Communications P.O. Box 359 210 North Coal St. Colchester, IL 62326 309-776-4090 or 888-640-4334 (customer service phone number) 309-776-3299 (customer service fax number) [email protected] (customer service e-mail address) www.mdtc.net/mtc.html (Internet address)

Communities Served Adair Colusa Lomax Bardolph Good Hope Raritan Blandinsville Industry Smithshire Colchester Littleton Swan Creek

Provides both residential and business service

Other services offered include local toll, long distance, Internet and customer premises equipment

MCLEOD USA TELECOMMUNICATIONS SERVICES, INC.

Confidential 35. 9/20/02 United Telesystems, Inc.

P.O. Box 3177 6400 C Street SW Cedar Rapids, IA 52406-3177 800-593-1177 (customer service phone number - business) 800-500-3453 (customer service phone number - residential) 800-593-1170 (customer fax number - business) 319-790-6919 (customer fax number - residential) [email protected] (customer service e-mail address) www.mcleodusa.com (Internet address)

Communities Served Algonquin Elmhurst North Chicago Alton Evanston Northbrook Arlington Heights Fox Lake Oak Brook Aurora Geneva Oak Lawn Barrington Glen Carbon Oak Park Bartlett Glen Ellyn O’Fallon Bartonville Glenview Orland Park Batavia Godfrey Ottawa Belleville Granite City Palatine Belleville Adams Green Rock Palos Park Bensenville Harvey Park Forest Bethalto Hickory Hills Park Ridge Blue Island Highland Park Peoria Bluffs Hillside Pontoon Beach Bolingbrook Hinsdale Quincy Cahokia Hoffman Estates River Grove Calumet City Homewood Riverdale Canton Jefferson Rock Falls Cary Joliet Rock Island Centralia Kankakee Rockford Champaign La Grange Romeoville Chicago Lake Forest Roselle Chicago Heights Lake Zurich Rosewood Heights Cicero LaSalle Schaumburg Collinsville Libertyville Schiller Park Crystal Lake Lockport Silvis Danville Lombard Skokie Decatur Loves Park South Beloit Deerfield McHenry Springfield Des Plaines Milan St. Charles Downers Grove Mokena Sterling East Moline Moline Summit East St. Louis Morris Tinley Park Edgemont Morton Grove Warrenville Edwardsville Mt. Vernon Waukegan Elgin Naperville West Chicago Elk Grove New Lenox Wheaton

Confidential 36. 9/20/02 United Telesystems, Inc.

Wheeling Wilmette Wood River Willowcrest Winnetka Zion

Provides both residential and business service

Other services offered include local toll, long distance, paging, sDSL, Internet and customer premises equipment

MCNABB TELEPHONE COMPANY P.O. Box 158 302 W. Main McNabb, IL 61335 815-882-2201 (customer service phone number) 815-882-2141 (customer service fax number) [email protected] (customer service e-mail address) www.nabbnet.com (Internet address)

Communities Served McNabb

Provides both residential and business service

Other services offered include local toll, long distance, calling cards, pre-paid calling cards, personal 800 #’s, verified account codes, Internet, CATV, satellite programming, wireless, paging, directional boring, trenching and customer premises equipment

METAMORA TELEPHONE COMPANY 220 North Menard St. Metamora, IL 61548-0800 309-367-4197 (customer service phone number) 309-367-2616 (customer service fax number) [email protected] (e-mail address) www.mtco.com (internet address)

Communities Served Germantown Hills Metamora East Peoria Washington Washburn Eureka

Provides local, Internet, DSL, paging, and customer premises equipment

METROMEDIA FIBER NETWORK SERVICES, INC. 360 Hamilton Ave. White Plains, NY 312-604-5100 Robert Miller (Customer service phone number) [email protected] (Customer Service E-Mail Address) www.mmfn.com (Internet Address)

Confidential 37. 9/20/02 United Telesystems, Inc.

Communities Served Chicago Rosemont Cicero Mt. Prospect Oak Brook Prospect Heights Terrace Wheeling Downer Grove Vernon Hills Westmont Park Ridge Lisle Des Plains Naperville Lagrange Warrenville Schiller Park Hoffman Estates Hillside Schaumburg Elm Hurst Elk Grove

Provides business service.

Also Provides leasing of unbundled network elements and broadband used for voice and data.

MICROSYNC CORPORATION 9915 Hillshire Dr. Richmond, IL 60071 815-678-7962 (customer service phone number) 815-678-7609 (customer service fax number) [email protected] (e-mail address) www.microsync.com (Internet address)

Communities Served Richmond Spring Grove Hebron Wonderlake

Provides both residential and business services

Other services offered include Internet and DSL

MID CENTURY TELEPHONE CO-OPERATIVE Century Enterprises 1055 W. Locust Street PO Box 479 Canton, IL 61520-0479 877-643-2368 (customer service toll free number) 309-647-6113 (customer service number) 309-783-3297 (customer service fax number) www.midcentury.com (internet address)

Communities Served Summum Gilson Table Grove Williamsfield Marietta LaFayette Smithfield Bishop Hill Ellisville

Confidential 38. 9/20/02 United Telesystems, Inc.

Altona Fairview Victoria Maquon

Provides both residential and business service

Also provides local and customer premises equipment

MID CENTURY TELEPHONE COOPERATIVE 1055 W. Locust St. P.O. Box 479 Canton, IL 61520 309-647-6113 or 877-643-2368 (customer service phone number) 309-783-3297 (customer service fax number)

Communities Served Altona LaFayette Table Grove Bishop Hill Maquon Victoria Ellisville Marietta Williamsfield Fairview Smithfield Gilson Summum

Provides both residential and business service Other services offered include key systems sales and installation with local toll and long distance service offered by subsidiary Century Enterprises, Inc.

MIDWESTERN TELECOMMUNICATIONS, INC. (MTI) 5401 South Wentworth Chicago, IL 60615 708-679-5000 (customer service phone number) 708-679-5063 (customer service fax number) [email protected] (customer service e-mail address) www.midwestern.net (Internet address)

Communities Served See Ameritech Communities Served

Provides both residential and business service Other services offered include local toll

MONTROSE MUTUAL TELEPHONE COMPANY P.O.Box 4 102 N. Main Street Dieterich, IL 62424 217-925-5242 (customer service phone number) 217-925-5742 (customer service fax number) [email protected] (customer service e-mail address) www.mmtcnet.com (Internet address)

Confidential 39. 9/20/02 United Telesystems, Inc.

Communities Served Dieterich Elliottstown Montrose Eberle Gila Wheeler

Provides both residential and business service Other services offered include local toll, long distance, Internet and customer premises equipment

MOULTRIE INDEPENDENT TELEPHONE CO 111 State and Broadway P.O. Box 350 Lovington, IL 61937-0350 217-873-5211 (customer service phone number) 217-873-4990 (customer service fax number) [email protected] (e-mail address) www.moultriemulticorp.com/mitco.htm (Internet address)

Communities Served Lovington

Provides both residential and business service

Other services offered include local

MPOWER COMMUNICATIONS 1701 Golf Road Tower 2, 5th Floor Rolling Meadows, IL 60068 888-777-5802 (customer service phone number) [email protected] (customer service e-mail address) www.mpowercom.com (Internet address)

Communities Served Algonquin Calumet City Elgin Antioch Cary Elk Grove Arlington Heights Chicago Elmhurst Aurora Chicago Heights Elwood Barrington Cicero Evanston Bartlett Coal City Forrest Batavia Crete Fox Lake Beecher Crystal Lake Frankfort Bellwood Deerfield Franklin Park Berwyn Des Plaines Gardner Blue Island Downers Grove Geneva Braidwood Dundee Gilman Brookfield Elburn Glen Ellyn

Confidential 40. 9/20/02 United Telesystems, Inc.

Glencoe McHenry Riverdale Glenview Minooka Riverside Grayslake Mokena Roselle Half Day Momence Round Lake Harvey Monee Saint Charles Herscher Morris Seneca Highland Park Mundelein Skokie Hinsdale Naperville Sugar Grove Homewood Newark Thornton Huntley Northbrook Tinley Park Itasca Oak Forest Warrenville Joliet Oak Lawn Watseka Kankakee Oak Park Wauconda La Grange Oakford Waukegan LaSalle Oakwood West Chicago Lake Forest Orland Park Western Springs Lake Villa Oswego Westville Lake Zurich Ottawa Wheaton Lansing Palatine Wheeling Lemont Palos Park Willow Springs Libertyville Park Ridge Wilmette Lockport Peotone Wilmington Lombard Pistakee Highlands Winnetka Manteno Plainfield Woodstock Marengo Plano Yorkville Maywood Plato Center Zion Mazon River Grove

Provides business service

Other services offered Voice-over DSL

Mpower COMMUNICATIONS CORP. 175 Sullys Trail Suite 200 Pittsford, NY 14534 888-777-5802 (Customer service phone number) [email protected]. www.mpowercom.com (Internet address)

Serves: Arlington Heights Summit Blue Island Winnetka Downers Grove Bellwood Geneva Deerfield Hillside Elmhurst Joliet Harvey Naperville Libertyville

Confidential 41. 9/20/02 United Telesystems, Inc.

Palatine Oak Lawn Schiller Park Roselle Wheaton Tinley Par Aurora Bensenville Calumet Des Plaines Elgin Evanston Glen Ellyn Hickory Hills Hinsdale Homewood La Grange Lombard Northbrook Oak Park Park Ridge Schaumburg Skokie Waukegan River Grove Wheeling Oak Brook Bartlett Cicero Elk Grove Glenview Hoffman Estates Lake Forest

The company actively markets service to business customers. The company accepts orders for residential service via its toll free number.

Offers local Internet, long distance, DSL, local toll, and web hosting.

NAVIGATOR TELECOMMUNICATIONS, INC. P.O. Box 13860 North Little Rock, AR 72113-0860 501-954-4000 (customer services phone number) 501-954-4002 (customer services fax number) www.navtel.com (internet address)

Provides both residential and business services Also offers local, long distance, and local toll

Communities Served No Communities served in Illinois at this time

NET2000 COMMUNICATIONS SERVICES, INC. 2180 Fox Mill Road Herndon, VA 20171 877-463-8200 (customer service phone number) www.net2000.com (internet address)

Communities Served Statewide

Provides business service

Confidential 42. 9/20/02 United Telesystems, Inc.

Other services offered include local toll and long distance

NEW MILLENIUM TELECOMMUNICATIONS, INC. 1111 E. 87th Street Suite 500 Chicago, IL 60619 773-221-5880 (customer service phone number) 773-221-9486 (customer service fax number) [email protected] (customer service e-mail address)

Communities Served See Ameritech Communities Served

Provides both residential and business service

Other services offered include local toll and long distance

NEW-PHON P.O. Box E 900 Camarato Drive Herrin, IL 62948 877-639-7466 (customer service phone number) 618-942-6181 (customer service fax number) [email protected] (customer service e-mail address) www.newphon.com (Internet address) Communities Served See Ameritech and Verizon

Provides residential service on a prepaid basis

NEW WINDSOR TELEPHONE COMPANY 305 South 5th Avenue P.O. Box 488 New Windsor, IL 61456-0488 309-667-2712 (customer service phone number) 309-667-2888 (customer service fax number) [email protected] (customer service e-mail address) www.winco.net (internet address)

Communities Served New Windsor

Provides both residential and business service

Other services offered include local toll, long distance, Internet, wireless, and cable

Confidential 43. 9/20/02 United Telesystems, Inc.

NOUACON, LLC 500 Skokie Blvd. Suite 280 Northbrook, IL 60062 847-509-0700 (customer service phone number) 847-509-0130 (customer service fax number) [email protected] (E-Mail address) www.nouacon.net (Internet address)

Provides business service.

Other services included: Internet, customer premises equipment, point-to-point and multipoint data

NOW COMMUNICATIONS 2000 Newpoint Place Parkway Suite 900 Lawerenceville, GA 30043 888-565-1011 (customer service phone number) 888-565-1014 (customer service fax number) [email protected] (e-mail address) www.nowcommunications.com (internet address)

Communities Served Not operating yet

Provides residential service

Other services offered include local, long distance, and Internet

ODIN TELEPHONE EXCHANGE, INC. 102 E. Kirkwood St. Odin, IL 62870 618-775-8222 (customer service phone number) 618-775-5000 (customer service fax number) [email protected] (e-mail address) www.odintelco.com (internet address)

Communities Served Odin Shobonier

Provides both residential and business service

Other services offered include local toll and long distance

OMNICALL, INC. 430 Woodruff Road

Confidential 44. 9/20/02 United Telesystems, Inc.

Suite 450 Greenville, SC 29607 800-285-0299 (customer service phone number) 407-736-9439 (customer service fax number) [email protected] (customer service e-mail address)

Communities Served None

Provides business service.

Other services offered include local toll and long distance.

ONEIDA TELEPHONE EXCHANGE 129 W. Highway P.O. Box 445 Oneida, IL 61467 309-483-3111 (customer service phone number) 309-483-7777 (customer service fax number)

Communities Served Oneida Rio

Provides both residential and business service

Other services offered include local toll and long distance

ONE POINT COMMUNICATIONS - ILLINOIS, L.L.C. 1200 Mercantile Lane Suite 109 Largo, MD 20774-5379 888-663-7646 (customer service phone number) www.onepointcom.com (internet address)

Communities Served Chicago Naperville St. Charles Elgin Palatine Westmont Lisle Schaumburg

Provides residential service

Other services offered include local toll, long distance and Internet

ONE POINT COMMUNICATIONS- ILLINOIS, L.L.C. Two Conway Park 150 Field Drive

Confidential 45. 9/20/02 United Telesystems, Inc.

Suite 300 Lake Forest, IL 60045 888-663-7646 (customer service phone number) 301-618-1830 (customer service fax number) www.onepointcom.com (Internet address)

Communities Served Chicago and suburbs including: Belleville Bloomingdale Calumet City Carbondale Carol Stream Carpentersville Chicago Cresthill Des Plaines Elgin Evanston Frankfort Glendale Heights Harvey Joliet Lansing Lemont Lisle Lambard Maywood Naperville Niles Northbrook Oak Park Palatine Schaumburg Tinley Park Waukegan West Chicago Westmont Wheaton Wheeling Woodridge

Provides residential in multi-dwelling units Also provides local toll, long distance, Internet, and local service

PAE TEC COMMUNICATIONS, INC 290 Woodcliff Drive Fairport, NY 14450 877-340-2600 (customer service phone number) 716-340-2509 (customer service fax number) www.paetec.com (Internet address)

Communities Served State of Illinois

Provides both residential and business service Other services offered include local toll, long distance and bandwidth

PAE TEC COMMUNICATIONS, INC. One PaeTec Plaza 600 Willowbrook Office Park Fairport NY 14450 877-340-2600 (customer service phone number) 716-340-2509 (customer service fax number) [email protected] (e-mail address) www.paetec.com (Internet address)

Serves the Chicago metro area Provides long distance, local, Internet, customer premises equipment and local toll Offers Business service

Confidential 46. 9/20/02 United Telesystems, Inc.

PAYPHONE SERVICES, INC. 800-575-0187 (customer service phone number) 773-254-0034 (customer service fax number) [email protected] (customer service e-mail address)

Communities Served Chicago Metro Area - See Ameritech Communities Served

Provides residential and business service

Other services offered include local toll and long distance through Global Crossing

Peak Communications, Inc. 6400 West Main Suite 1A Belleville, IL 62223 618-398-5612 (customer service phone number) 618-398-5618 (customer service fax number) [email protected] (e-mail address) peakcommunications.net (Internet address)

Provides local, long distance, Internet, DSL

Offers both residential and business services

NOT CURRENTLY PROVIDING SERVICE

RCN 350 N. Orleans St. Suite 600 Chicago, IL 60654 888-790-2121 (Customer Service phone number) [email protected] (Customer service E-mail Address) www.rcn.com (Internet Address)

Communities Served Aurora Bensenville Calumet Des Plaines Elgin Evanston Glen Ellyn Hickory Hills Hinsdale Homewood La Grange Lombard Northbrook Oak Park Park Ridge Schaumburg Skokie Waukegan River Grove Wheeling Oak Brook Bartlett

Confidential 47. 9/20/02 United Telesystems, Inc.

Cicero Elk Grove Glenview Hoffman Estates Lake Forest

Provides service in parts of Chicago and Skokie. Call Company to find out if in your service area.

Also provides residential service. Offers local, Internet, long distance, local toll, and cable television.

REYNOLDS TELEPHONE COMPANY 221 W. Main Street P.O. Box 27 Reynolds, IL 61279-0027 309-372-4214 (customer service phone number) 309-372-8888 (customer service fax number) [email protected] (e-mail address) www.reytel.com (internet address)

Communities Served Reynolds Aledo Milan Taylor Ridge

Provides both residential and business service Other services offered include local toll, long distance and Internet

SHARON TELEPHONE COMPANY PO Box 400 105 Plain Street Sharon, WI 53585 262-736-9981 (customer service phone number) 262-736-9200 (customer service fax number) [email protected] (customer service e-mail address)

Communities Served Rural areas of Harvard and Capron

Provides both residential and business service

Other services offered include local

SHAWNEE TELEPHONE COMPANY, INC. 120 W. Lane St. P.O. Box 69 Equality, IL 62934 618-276-4211 (customer service phone number)

Confidential 48. 9/20/02 United Telesystems, Inc.

618-276-4922 (customer service fax number) [email protected] (customer service e-mail address) www.shawneetelco.com (internet address)

Communities Served Cave-in-Rock Equality Renshaw Eddyville Glendale Rosiclare Elizabethtown Hicks Simpson

Provides both residential and business service

Other services offered include local toll, paging and customer premises equipment

SHAWNEELINK CORPORATION 120 W. Lane St. Equality, IL 62934 618-276-4211 (customer Service Phone Number) 618-276-4922 (Customer Service Fax Number) [email protected] (E-Mail Address) www.shawneelink.net (Internet Address)

Communities Served: Albion Leamington Allendale Marion Anna Marion South Annapolis Marissa Ava Maunie Bellmont McLeansboro Benton Metropolis Birds Mt. Carmel Bridgeport Murphysboro Burnt Prairie New Haven Calhoun Newton Carbondale Noble Carmi Norris City Carrier Mills Oblong Carterville Olney Cave-In-Rock Omaha Chauncey Palestine Chester Parkersburg Christopher Paulton Claremont Percy Cobden Pinkneyville Coulterville Raleigh Creal Springs Renshaw Crossville Ridgway Cypress Robinson De Soto Rose Hill

Confidential 49. 9/20/02 United Telesystems, Inc.

Dongola Rosiclare Dundas Royalton DuQuin Sailor Springs Eddyville Sessor Eldorado Shawneetown Elizabethtown Simpson Elkville Sparta Ellis Grove St. Francisville Enfield Stonefort Equality Sumner Evansville Thompsonville Ewing Tilden Fairfield Ullin Galatia Vienna Golconda Villa Ridge Goreville Wayne City Grand Tower Wendelin Grayville West Frankfort Hardinville West Salem Harrisburg Westport Herrin Willow Hill Hicks Zeigler Hurst Hutsonville Johnston CityJoppa Karnak Lawerenceville Leamington Marion Marion South

Service Offered: No residential or Business Service

SNG COMMUNICATIONS 1720 Fifth Ave. Moline, IL 61265 Currently in the process of negotiating inter-connection agreements with Ameritech Not is Service

SURETEL COMMUNICATIONS 5 N. McCormick Oklahoma City, OK 73127 800-444-2873 (customer service phone number) 800-256-4980 (customer service fax number) [email protected] (e-mail address) www.suretel.net (Internet address)

Provides services to all of Ameritech’s exchanges

Confidential 50. 9/20/02 United Telesystems, Inc.

Residential services provided

Also offers prepaid local exchange service

TCG AT&T Post Office Box 10226 Newark, NJ 07193-0226 877-428-8287 (customer service phone number) 888-227-3824 (customer service phone number)

Communities Served Alton Evanston Northbrook Antioch Forest Oak Forest South Arlington Heights Fox Lake Oak Lawn Aurora Frankfort Orland Barrington Freeport Palatine Bartlett Glen Ellyn Palos Park Batavia Glencoe Park Ridge Belleville Glenview Peoria Bellwood Grayslake Pistakhlds Bensenville Half Day Riverdale Berwyn Hampshire Rivergrove Bloomington Harvey Riverside Blue Island Highland Park Rockford Brookfield Hinsdale Roselle Calumet City Itasca Round Lake Carbondale Joliet Skokie Cary Kankakee St. Charles Chicago La Grange Summit Chicago Heights Lake Forest Tinley Park Cicero Lake Villa Wauconda Collinsville Lansing Waukegan Crystal Lake Lemont West Chicago Deerfield Libertyville Western Springs DeKalb Lockport Wheaton Des Plaines Lombard Wheeling Downers Grove Marion Willow Springs Dundee Maywood Wilmette East St. Louis McHenry Winnetka Elgin Mokena Wonderlake Elk Grove Mundelein Woodstock Elmhurst Naperville Zion

Provides business service.

Confidential 51. 9/20/02 United Telesystems, Inc.

Other services offered include local toll, long distance, paging, Internet, wireless, and customer premises equipment.

TDS METROCOM, INC. 1212 Deming Way Suite 350 Madison, WI 53717 877-208-5111 (customer service telephone number) 608-441-1183 (customer service fax number) tdsmetrol.com (internet address)

Communities Served

Arlington Heights Hawthorn Woods Old Mill Creek Bannockburn Highland Park Park City Beach Park Highwood Prairie View Buffalo Grove Indian Creek Prospect Heights Deerfield Lake Bluff Riverwoods Des Plaines Lake Forest Round Lake Downey Lake Villa Round Lake Beach Fort Sheridan Libertyville Round Lake Park Gages Lake Lincolnshire Sylvan Lake Glenview Long Grove Third Lake Grayslake McGaw Park Vernon Hills Great Lakes Metawa Wadsworth Green Oaks Mount Prospect Waukegan Gurnee Mundelein Wheeling Hainesville Nimitz Village Zion Half Day North Chicago Halsey Village Northbrook

Provides both residential and business service.

Other services offered include local toll and long distance.

TELECOURIER COMMUNICATIONS TOWER CELLUAR 520 Center St. Bloomington, IL 61701 309-827-4000 (Customer service phone number) 309-823-0100 (Customer service fax number) www.telrcourier.com (Internet Address)

Provides both residential and business services.

Offers paging, Internet, wireless, and DSL

Confidential 52. 9/20/02 United Telesystems, Inc.

Serves Bloomington and Normal

TELERGY NETWORK SERVICES, INC. One Telergy Parkway East Syracuse, New York 13057 877-342-4910 (customer service phone number) 315-445-7988 (customer service fax number) www.telergy.net (Internet address)

Telergy has yet to commence service in Illinois.

Business customers only

Other services offered are local and long distance

TELENET TELEPHONE SERVICES, LTD. 11134 South Halsted St. Chicago, IL 60628-3911 773-568-7243 Jenaya Smith (customer service phone number) 773-568-3966 (customer service fax number) [email protected] (customer service e-mail address) www.telenet-il.com (internet address)

Communities Served Chicago and surrounding suburbs

Provides residential and business services

TONICA TELEPHONE COMPANY TonCom, Inc. 208 Allen St. P.O. Box 158 Tonica, IL 61370-0158 815-442-9901 (customer service phone number) 815-442-9921 (customer service fax number)

Communities Served Tonica

Provides both residential and business service Other services offered include local toll, long distance and customer premises equipment

TOTAL CONNECT CCCIL, INC. 124 W. Capitol Ave. Ste. 250

Confidential 53. 9/20/02 United Telesystems, Inc.

Little Rock, AR 72201 501-401-7700 (customer service phone number) 501-401-7625 (customer service fax number) [email protected] (e-mail address) www.connect.com (internet address)

Communities Served CCCIL is not operating service at this time

TRU COMM CORPORATION 1608 Barclay Blvd. Buffalo Grove, IL 60089-4523 847-808-0288 (customer service phone number) 847-808-8913 (customer service fax number) [email protected] (E-Mail address) trucomm.net (Internet Address)

Serves Evanston and Peoria. Provides both residential and business services

Offers local service.

UNITED STATES TELECOMMUNICATIONS, INC. 5251 110th Ave. North Suite 118 Clearwater, FL 33760 800-300-9204 (customer service phone number) 800-403-4199 (customer service fax number)

Communities Served See Ameritech Communities Served

Provides residential service UNITED COMMUNICATIONS SYSTEMS CALL ONE 401 N. Michigan Ave. Suite 200 Chicago, IL 60611 312-CALL-ONE (225-5663) (customer service phone number) 312-494-8275 (customer service fax number) [email protected] (e-mail address) www.callone.net (internet address)

Communities Served

Services are provided to customers in the Ameritech region throughout the state of Illinois

Provides both residential and business services

Confidential 54. 9/20/02 United Telesystems, Inc.

Also provides local, long distance, Internet, DSL, and local toll

UNIVERSAL ACCESS, INC. 233 Wacker Dr. #600 Chicago, IL 60606 888-747-1744 (customer service phone number) 888-482-4669 (customer service phone number) 312-660-5000 (customer service fax number) [email protected] (e-mail address) www.universal.net (internet address)

Communities Served Statewide service

Provides business service

Also provides private line circuits for Data transmission

US AVE-TEL 3555 Salt Creek Lane Arlington Heights, IL 60005 800-828-3639 (customer service phone number) 847-398-0704 (customer service fax number) [email protected] (customer service e-mail address) www.usavetel.com (internet address)

Communities Served Chicago Area East St. Louis Provides both residential and business service Other services offered include local toll, long distance, paging, Internet, wireless and customer premises equipment U.S. GAS ELECTRIC AND TELECOMMUNICATIONS CORP 2640 W. Touhy Ave. Suite 210 Chicago, IL 60645 773-338-7900 (Customer Service phone number) 773-338-7160 (Customer Service fax number) [email protected] (E-mail Address) www.usget.com (Internet Address)

Provides services to all Ameritech Territory in the State of Illinois.

Other services offered are: local, long distance, Internet, DSL, Data, T-1, and local toll.

USHMAN NETWORK RESOURCES ( A DIVISION OF USHMAN COMMUNICATIONS COMPANY ) 405 North Walnut

Confidential 55. 9/20/02 United Telesystems, Inc.

P.O. Box 1030 Springfield, IL 62702 888-301-5789 (customer service phone number) 217-527-2695 (customer service fax number) [email protected] (customer service e-mail address) www.ushman.com (internet address)

Communities Served See Ameritech Communities Served except for Chicago Areas

Other services offered include local toll, long distance, paging, wireless, customer premises equipment and data equipment

U.S. TELEPACIFIC CORP. TELEPACIFIC COMMUNICATIONS 515 S. Flower St. 47th Floor Los Angeles, CA 90071-2201

877-487-8722 (Customer Service phone number) [email protected] (Customer Service E-Mail Address) www.telepacific.com (Internet Address)

Provides business service

Also offers local, long distance, Internet, and DSL service.

Not operating in Illinois at this time

US XCHANGE OF ILLINOIS, L.L.C. CHOICE ONE COMMUNICATIONS 124 North Water St. Suite 303 Rockford, IL 61107

888-832-5801 (Customer Service phone number) 877-747-1253 (Customer Service fax number) [email protected] (Customer service E-Mail Address) www.choiceonecom.com (Internet Address)

Provides local, Internet, long distance, DSL, and local toll.

Communities Served: Rockford Area

US XCHANGE OF ILLINOIS, L.L.C.

Confidential 56. 9/20/02 United Telesystems, Inc.

56 Grandville SW Grand Rapids, MI 49503 800-353-1000 (customer service phone number) 877-747-1253 (customer service fax number) www.usxchange.com (internet address)

Communities Served Loves Park Rockford

Provides both residential and business service

Other services offered include local toll and long distance

VERIZON NORTH, INC. (FORMERLY GTE NORTH INCORPORATED) 1312 East Empire St. Bloomington, IL 61701 800-483-4000 (installation/additional services/changes in services - residential) 800-483-5000 (installation/additional services/changes in services - business) 800-483-3000 (billing questions - residential) 800-483-5000 (billing questions - business) 800-483-1000 (telephone service difficulties - residential and single line business) 800-483-2000 (telephone service difficulties – multi-line business) www.gte.com or www.verizon.com (Internet address)

Communities Served

Absher America Atlanta Adams Corner Amity Atlas Adeline Anchor Attila Advance Ancona Auburn Afolkley Anna Ava Akin Annapolis Bader Akron Antioch Baileyville Aladdin Apple Canyon Lake Bainbridge Albers Apple River Baker Albion Arcadia Balcom Alden Archie Bank Lick Aldridge Argenta Ball Alexander Argyle Barnes Allendale Arlington Barnhill Allentown Armington Barr Allerton Arnold Barrow Allright Arrowsmith Barry Alsey Ashkum Bates Alto Pass Ashton Bay City Alvin Astoria Baylis Alworth Beaverville Amboy Athensville Bedford

Confidential 57. 9/20/02 United Telesystems, Inc.

Beecreek Bradford Castleton Belden Bremen Cayuga Belknap Bridgeport Cazenovia Bell Brimfield Cedar Point Bellair Broadlands Cedarville Belleview Broadmoor Cereal Bellflower Broadwell Cerro Gordo Bellmont Brocton Chana Belltown Brokaw Chapin Belvidere Brooklyn Charter Grove Bement Brookport Chase Bennington Brownsville Chatham Benson Bruce Chatsworth Benton Buckhorn Chauncey Berdan Bucks Chebanse Berlin Buda Chenoa Berryville Buena Vista Cherry Point Bethany Buncombe Cherry Valley Bethel Bureau Cherry Beverly Manor Burensburg Chester Beverly Burgess Junction Chesterville Biddleborn Burns Chili Big Bay Station Burnt Prairie Chillicothe Billett Burrowsville Chipps Binghamton Burt Chittyville Birds Burton View Choat Birkbeck Bush Chrisman Bismarck Bushnell Christopher Blackstone Byron Churchill Blaine Cabery Cimic Blair Caledonia Cincinnati Landing Blairsville Calhoun Cisco Blanding Calvin Clare Block Camargo Claremont Bloomfield Cambria Clarence Bloomington Camp Grove Clark Center Blue Ridge Camp Point Clarksville Bluff City Campus Clarmin Bluffs Capron Clay City Boaz Carbondale Clays Prairie Bogota Cardiff Clayton Bolton Carlock Cleburne Boody Carmi Clements Boos Carrier Mills Clifford Boskeydell Carrollton Clifton Bowers Carterville Clinton Bowlesville Casner Cobden Boyleston Caspara Colfax

Confidential 58. 9/20/02 United Telesystems, Inc.

Collins Derinda Center Elwin Colp DeSoto Emergy Colvin Park Detroit Emington Compton Dewitt Emma Conant Dewmaine Energy Conlogue Diamond City Enfield Cooper Dillon Epworth Cooperstown Divernon Ernest Corinth Dongola Esmond Cortland Donovan Essex Cottonwood Dover Etherton Coulterville Dowell Eureka Covell Downs Evans Covington Drake Evansville Cowling Duncan Evarts Crab Orchard Ducanville Ewing Crainville Dundas Exeter Crandall Dunlap Fairbury Creal Springs Dunn Fairfield Creston DuQuoin Fairdale Croft Durand Fairland Cropsey Earlville Falmouth Crossroads East Hannibal Fancy Prairie Cruger Eaton Farm Ridge Cuba Edelstein Farmer City Curran Eden Farmingdale Cushman Edgar Farrington Station Custer Egypt Shores Fayette Cutler El Dara Fayetteville Cypress Elba Felter Dakota Elbridge Ferges Town Dalton City Edgewood Ferrel Dalzell Eldorado Ficklin Daminasville Eldred Finney Dana Eleroy Five Points Danway Elkhart Flagg Darrow Elkville Flagg Center Darwin Elizabeth Flemington Daum Ellery Flint Davis Elliot Flora Davis Junction Ellis Floraville Daysville Ellis Grove Florence Deering Ellsworth Florid Deers Elmira Foreman DeKalb Elmoville Forreston Denmark Elmwood Frankfort Heights Dennison Elva Franklin Denny Elvira Franklin Grove

Confidential 59. 9/20/02 United Telesystems, Inc.

Freeman Spur Haldine Homer Freeport Half Way Honey Creek Friendsville Hallidayboro Hoodville Frisco Hallsville Homer Fullerton Hamletsburg Hopedale Funks Grove Hammond Horace Galatia Hanaford Houston Galesville Hanover Howardton Harco Hudgens Gallagher Hardinville Hudson Galva Harper Hughes Ganntown Harris Hugo Garden Prairie Harrisburg Hull Gards Point Harrison Hume Garfield Harvard Hills Hunt Garland Harvey City Hunter Genoa Hastings Hurricane German Valley Hatton Hurst Gerton Hayes Hutsonville Gillum Haypress Illiopolis Girard Heathsville Independence Glasgow Hebron Ingraham Glenarm Hecker Ingrams Glenavon Helena Inman Golconda Heman Irene Golden State Hendrix Iron Gordon Henkel Iroquois Goreville Hennepin Jacksonville Gorham Henning Jalapa Gossett Henrietta Jamesburg Grand Ridge Henry Jamestown Grand Tower Herald Jenkins Grantsburg Herbert Johnston City Granville Herrin Jonesboro Grays Corner Hervey City Joppa Grayson Heyworth Junction Grayville Hidalgo Kane Green Oak Highland Kangley Greenfield Hildreth Kaolin Greenpond Hillcrest Karnak Greenridge Hillerman Kasbeer Greenwood Hillview Kaser Griggsville Hinckley Keenes Grinnel Holcomb Keensburg Griswold Holden Kellerville Groveland Holder Kenney Growins Hollowayville Kent Hadley Homberg Kentucky

Confidential 60. 9/20/02 United Telesystems, Inc.

Kernan Literberry Maytown Kerrick Livingston McConnell Kewanee Loami McCown Kinderhook Loda McDowell Kings Lodamia McGirr Kingston Lodge McKeen Kirkland Logan McLean Knapp Station Lambardville McLeansboro Kramm Long Branch McVey Ladd Long Creek Melrose LaGrange Long Point Melvin Lake City Longview Melwood Lakeview Farms Estates Loran Menard La Moille Loretto Mendota Lancaster Lostant Meredosia Landes Low Point Meriden Lane Lowder Mermet Langley Lynnville Merriam Lanton Mackinaw Merritt La Place Macomb Metcalf LaPrairie Center Macon Metropolis Laroselarue Magnolia Middletown Latona Mahomet Mill Shoals Laura Makanda Milla Lawn Ridge Malden Millstadt Lawndale Malta Milmine Lawerenceville Manchester Milo Layfield Manilus Milton Leanderville Mansfield Mindale Leaverton Park Mansville Mineral Ledford Maple Park Minier Lee Mark Minonk Lee Center Marion Missal Leeds Marissa Mitchellsville Leland Markham Modena Lena Marley Monica Lerable Maroa Monroe Center Le Roy Marshall Montezuma Leslie Martinsburg Monticello Lexington Martinton Morea Lick Creek Maryland Morrelville Lick Mascoutah Morristown Lilly Massbach Morse Lincoln Mathews Mortimer Lindenwood Maud Morton Linn Maunie Mossville Linter Mays Mount Carmel Lis Maysville Mount Joy

Confidential 61. 9/20/02 United Telesystems, Inc.

Mount Morris Norway Paynes Point Mount Pleasant Oak Hill Pearl Mount Sterling Oakley Pearl City Mount Zion Ocoya Pecatonica Mountian Glenn Odell Percy Muddy Ohio Perdueville Munkleytown Okawville Perks Munster Old Duquoin Perry Murdock Old Kane Perryville Murphysboro Old Marrissa Pershing Murrayville Old Shawneetown Peterstown Naples Oliver Petrolia Nebo Olney Pierron Neelys Omaha Pike Neilson Oneco Pinckneyville Nepsonet Orange Pinkstaff Nevins Orangeville Piper City New Baden Oregon Pisgah New Bedford Oraville Pittsburg New Berlin Orient Pittsfield New Burnside Orleans Pleasant Grove New Canton Oreana Pleasant Hill New Columbia Osceola Pleasant Plains New Dennison Ospur Pleasant Valley New Grand Chain Oxville Plumfield New Hartford Ozark Plum River New Haven Padua Point Pleasant New Hebron Paderborn Pomona New Holland Painville Pontiac New Hope Palermo Poplar Grove New Lebanon Palestine Pottsville New Liberty Palmyra Prairie City New Memphis Palzo Prairie Hall New Milford Pankeyville Preston New Salem Papineau Princeton Newburg Parker Princeville Newman Parkersburg Priscilla Newton Paris Providence Niantic Parnell Pulaski Nilwood Parrish Pulleys Mill Noble Passport Pureton Nora Patterson Putnam Normal Patton Pyatts Normandy Pattonsburg Queens Lake Norris City Paulton Rafetown North Hampton Pawnee North Hanover Pawpaw Raleigh- Galatia Nortonville Paxton Randolph

Confidential 62. 9/20/02 United Telesystems, Inc.

Reader Russellville Shinn Reading Rust Shirland Reddick Rutherford Shirley Redmon Rutland Short Red Oak Sabina Sibley Reeds Sacramento Sidell Rees Station Sailor Springs Sidney Rend City Saline Mines Sims Reynoldsville Salisbury Sinclair Richards Samoth Skelton Richardson Samsville Smtihdale Richland Sanburn Soloman Richmond Sand Ridge Solon Miles Richwoods Sandwich Somerset Ridgeway Saratoga Somonauk Ridott Saraville South Freeport Riggston Saybrook South Jacksonville Riley Lake Scales Mound South Rome Rileyville Scarboro Southport Ringwood Schapville Spankey Rising Sun Schnell Sparland Risk Schrodts Station Sparta Roanoke Schutz Mills Speer Roberts Sciota Mills Spencer Robinson Scotland Spillertown Rochelle Scotsboro Spires Rochester Scottsburg Spring Grove Rock City Seatonville Spring Lake Rock Cut Sebastopal Spring Valley Rock Grove Seehorn Springerton Rockport Seigert Springville Rockton Seminary St. Francisville Rodden Serena St.Johns Rohrer Sesser St.Marie Rollo Seward Stanford Rome Shabbona Stark Roodhouse Shabbona Grove State Line Roscoe Shake Rag Steel City Rose Hill Shamrock Steeleville Rosebud Shaw Steward Rossville Shawneetown Stillman Valley Round Knob Sheffield Stritz Rowe Sheldon Stockton Rowell Sheldons grove Stonefront Roxbury Sheperd Strawn Royalton Sheridan Streator Rudement Sherman Stringtown Rugby Shiloh Hill Sublette

Confidential 63. 9/20/02 United Telesystems, Inc.

Sullivan Villa Grove West York Summer Hill Villa Hills Westfieldcorners Summerfield Villa Ridge Weston Sumner Virden Westport Sunfield Voorhies Westview Sunnyland Waddams Grove Wetzel Sunnyside Wakefield Whiteash Swanwick Walker White Hall Swygert Walkerville White Heath Sycamore Walnut Grove White Hill Tabor Walnut Prairie White House Tansill Walnut White Oak Tazewell Wapella Whitefield Temple Hill Ware Whittington Texas City Warren Whitton Thawville Warrensburg Wilbern Thayer Wartrace Willeford Thompsonville Washburn Williamsville Tilden Washington Willisville Time Wasson Willow Timewell Waterman Willow Hill Tiskilwa Water Valley Wilsman Titus Watkins Winchester Toluca Waverly Wine Hill Towne Oaks Wayne City Winkle Tremont Waynesville Winnebago Trimble Wayside Winneshiek Triumph Weaver Winslow Troy Grove Webster Wolf Lake Trumbull Weedman Wonder Lake Tunnel Hill Weldon Woodbine Tuscola Welge Woodford Ullin Welland Woodson Union Wendelin Woody Urbain Wenona Wrights Valier West Brooklyn Wyanet Valley City West City Wyoming Van Orin West End Yale Varna West Frankfort Yatesville Venedy Station West Hallcock York Vergennes West Liberty Yuton Vermilion West Ridge Zearing Vermont West Salem Ziegler Versailles West Sandford Zenobia Victor West Union Vienna West Vienna

Provides both residential and business service

Confidential 64. 9/20/02 United Telesystems, Inc.

A complete array of telecommunications services are offered

VERIZON SELECT SERVICES, INC. 6665 N. MacArthur Blvd. Irving, TX 75039 888-483-7999 (customer service phone number) www.verizon.com (Internet address)

Communities Served See Ameritech and Verizon North Communities Served

Provides business service

Other services offered include local toll, long distance, Internet, paging and wireless

VERIZON SOUTH, INC. (FORMERLY GTE SOUTH INCORPORATED) 1312 East Empire St. Bloomington, IL 61701 800-483-4000 (installation/additional services/changes in services - residential) 800-483-5000 (installation/additional services/changes in services - business) 800-483-3000 (billing questions - residential) 800-483-5000 (billing questions - business) 800-483-1000 (telephone service difficulties - residential and single line business) 800-483-2000 (telephone service difficulties – multi-line business) 309-663-3073 (customer service fax number) www.gte.com or www.verizon.com (Internet address)

Communities Served Armstrong Danforth Goodwine Ash Grove Dawson Park Grange Beason Deer Creek Greenup Bondgard Dees Greer Bondeville Dewey Hartsburg Bradbury Dillsburg Hazel Dell Bryce Diona Heaton Casey Dudley Hoopeston Cheneyville East Lynn Hustle Cissna Park Emden Inclose Clarence Fisher Ivesdale Claytonville Flatville Jewett Cleone Foosland Johnston Collison Fountain Creek Kansas Congerville Gerald Leverett Cutmer Gifford Liberty Hill Dailey Goodfield Lotus

Confidential 65. 9/20/02 United Telesystems, Inc.

Ludlow Prospect Toledo Midland City Rankin Tolono Milford Rantoul Tominson Morian Reilly Trownbridge Neal Royal Union Center Neoga Sadorus Unionville Ogden Schwer Ustick Oilfield Secor Warrington Parkville Sellers Wellington Penfield Seymour Westfield Pesotum Stockland Woodland Philo Thomasboro Woodworth Potomac Timothy

Provides both residential and business service

A complete array of telecommunications services are offered

VIOLA HOME TELEPHONE COMPANY 1303 16th Ave. P.O. Box 309 Viola, IL 61486 309-596-2222 (customer service phone number) 309-596-2079 (customer service fax number) [email protected] (customer service e-mail address)

Communities Served Viola

Provides both residential and business service

Other services offered include local toll, long distance, Internet and customer premises equipment

WABASH TELEPHONE COOPERATIVE, INC. P.O. Box 299 Louisville, IL 62858 618-665-3311 (customer service phone number) 618-665-4188 (customer service fax number) [email protected] (customer service e-mail address) www.wabash.net (internet address)

Communities Served Bible Grove Cisne Geff Browns Crisp Louisville

Confidential 66. 9/20/02 United Telesystems, Inc.

Mt. Erie Orchardville Xenia

Provides both residential and business service

Other services offered include paging and customer premises equipment

WOODHULL COMMUNITY TELEPHONE COMPANY 246 North Division Street P.O. Box 117 Woodhull, IL 61490 309-334-2150 (customer service phone number) 309-334-2989 (customer service fax number)

Communities Served Woodhull

Provides both residential and business service

Other services offered include wireless, Internet, and cable

WORLDXCHANGE COMMUNICATIONS 9999 Willow Creek Road San Diego, CA 92131 800-569-8700 (customer service phone number) 858-549-2151 (customer service fax number) www.worldxchange.com (internet address)

Communities Served State of Illinois

Provides both residential and business service

Other services offered include local toll, long distance and Internet

YATES CITY TELEPHONE COMPANY 107 West Main Yates City, IL 61572 309-358-1300 (customer service phone number) 309-944-3810 (customer service fax number)

Communities Served Yates City

Provides both residential and business service

Z-TEL COMMUNICATIONS, INC. (Z-TEL) 601 South Harbour Island Boulevard

Confidential 67. 9/20/02 United Telesystems, Inc.

Suite 220 Tampa, FL 33602 800-511-4572 (customer service phone number) 334-368-1101 (customer service fax number) [email protected] (customer service email address)

Communities Served Addison Elburn Libertyville Algonquin Elgin Lisbon Antioch Elkgrove Lockport Arlington Heights Elmhurst Lombard Aurora Elwood Manhattan Barrington Evanston Manteno Bartlett Forest Marengo Batavia Fox Lake Maywood Beecher Frankfort Mazon Bellwood Franklin Park McHenry Bensenville Gardner Minooka Berwyn Geneva McKena Big Rock Gilman Mornence Blue Island Glen Ellyn Monee Braidwood Glencos Morris Brookfield Glenview Mundelein Calumet City Grant Park Naperville Cary Grays Lake New Lenox Chicago Half Day Newark Chicago Heights Hampshire Niles Chicago Zone 1 Harding Northbrook Chicago Zone 2 Harvard Oak Forest South Chicago Zone 3 Harvey Oak Lawn Chicago Zone 4 Hazel Crest Oak Park Chicago Zone 5 Herscher Oglesby Chicago Zone 6 Hickory Hills Onarga Chicago Zone 7 Highland Park Orland Chicago Zone 8 Hinsdale Oswego Chicago Zone 9 Homewood Ottawa Chicago Zone 10 Huntley Palatine Chicago Zone 11 Itasca Palos Park Cicero Joliet Park Ridge Coal City Kaneville Peotone Crescent City Kankakee Pistakhlds. Crete La Grange Plainfield Crystal Lake La Salle Plano Deerfield Lake Villa Plato Center Des Plaines Lake Forest Plattville Downers Grove Lake Zurich River Forest Dundee Lansing Riverdale Dwight Lemont Rivergrove

Confidential 68. 9/20/02 United Telesystems, Inc.

Riverside Roselle Round Lake Seneca Skokie St. Anne St. Charles Sugargrove Summit Thornton Tinley Park Union Utica Verona West Chicago Warrenville Watseka Wauconda Waukegan Western Spg. Wheaton Wheeling Willow Spg. Wilmette Wilmington Winnetka Woodstock Yorkville Zion

69 United Telesystems, Inc.

3. Alternative Local Exchange Telephone companies Alternative local exchange telephone companies are defined as any company, other than incumbent local exchange telephone companies, certificated by the ICC to provide local exchange telecommunications services in the State of Illinois on or after 1995. Alternative local exchange telephone companies planning to provide services in the State of Illinois after 1995 must be certificated by the ICC. Alternative local exchange telephone companies are also required to file a price list specifying their rates and charges for basic local telecommunications services. Certificate authority is on a statewide basis, except where prohibited. As of June, 2001, the ICC was faced with approximately 425 applications from entities desiring to be certified as non-incumbent local exchange companies.

II. COMPETITIVE LOCAL EXCHANGE CARRIER – US MARKET INFORMAITON

The following information was filed by qualifying US telephone service providers with the Federal Communications Commission (“FCC”) in 2001. Reporting carriers own the “last mile” of wire, cable, or optical fiber that connects to the end-user premises (or own the equivalent fixed wireless facility) if it reports providing the local telephone line over its own facilities. In general, local exchange and exchange access lines provisioned over facilities (other than dark fiber) and services obtained from another carrier are not the reporting carrier’s “own facilities” for purposes of this data collection, irrespective of whether those facilities or services are obtained under interconnection arrangements, under tariff, or by other means. In particular, owning the switch that provides dial-tone (and other services) over a UNE (unbundled network element) loop leased from another carrier does not qualify a line as being provisioned over the reporting carrier’s own facilities. UNE loops, as the term is used here, includes UNE loops leased from an ILEC on a stand-alone basis and also UNE loops leased in combination with UNE switching or with any other unbundled network element.

Considering the technology deployed in the “last few feet” to the end- user customer’s premises, about 1% of nationwide local telephone lines in service, or about 1.2 million lines, now terminate at the end-user customer’s

Confidential Page 70. 9/20/2002 United Telesystems, Inc. premises over coaxial cable facilities. Less than 1% of lines terminate over fixed wireless facilities.

1. Competitive Local Exchange Carriers (“CLECs”) reported a total of 16.4 million (or 8.5%) local telephone access lines of the approximately 194 million nationwide local telephone lines in service to end-user customers. At the end of 1999, 8.3 million (or 4.4% of nationwide lines) were provided by CLECs. CLEC market share has grown 93% in the past two years.

2. CLECs have captured 20% of the market in the State of New York – the most of any state. CLECs reported 2.8 million lines in New York, compared to 1.2 million lines the prior year – an increase of over 130%, from the time the FCC granted Verizon’s long distance application in New York.

3. CLECs captured 12% of the market in Texas, gaining 644,980 end-user lines in the six months since the FCC authorized SBC’s long distance application in Texas.

4. CLEC market share in New York and Texas (the third and second most populous states and the two states where incumbent local exchange carriers were granted long distance approval during the reporting period ending in December 2000) are over 135% and 45% higher than the national average, respectively.

5. The most populous state, California, has the third largest number of CLEC lines reported. At least one CLEC is now serving customers in 56% of the nation’s zip codes. About 88% of United States households reside in these zip codes.

6. CLECs reported lines in all states, the District of Columbia, and Puerto Rico except Hawaii. Four or more CLECs reported serving customers in 34 states.

7. In Florida, Georgia, New York, and Texas, at least one-quarter of the zip codes have seven or more reporting CLECs. By contrast, 8% of nationwide zip codes have seven or more reporting CLECs.

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8. About 60% of CLEC local telephone lines served medium and large business, institutional, and government customers. By contrast, almost 20% of incumbent local exchange carrier (ILEC) lines served medium and large business customers.

9. CLECs now serve 4.6% of the residential and small business customers, compared to 2.3% for the year ago period. CLECs share of the residential and small business customer market grew nearly 45% over the past two years.

10. CLECs provided about 35% of their end-user customer lines over their own local loop facilities.

11. Incumbent telephone companies now provide about 6.8 million resale lines, and they now provide about 5.3 million UNE loops.

12. The 77 providers of mobile wireless telephone services that reported information now serve over 101 million subscribers. About 9% of these subscribers received their service via a mobile telephone service reseller.

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CITY OF GENEVA, ILLINOIS CABLE TV FRANCHISE SUMMARY SEPTEMBER 20, 2002

Franchise Area: City Limits of Geneva, IL

Primary Franchisee: AT&T Broadband

Previous Franchisee: Centel Communications Company of Illinois

Effective Date: March 19, 1984

Original Term: 15 Years

Expiration Date: March 18, 1999

Extensions: City may renew the franchise on an annual basis provided that Franchisee has been in reasonable compliance with the terms and conditions imposed by the Cable Communications Ordinance.

Franchise Fee: 5% of annual gross revenues including advertising revenues

Channel Requirements: System will be spaced at 450 MHz. 56 channels will be activated allowing for future channel Expansion.

Standby Requirements: None

Office Requirements: None

Courtesy Service: Courtesy service shall be provided to 5 Schools, Public Library, Geneva Park District, 3 Municipal Government offices, Community Hospital; Character Generator to City, Equipment as listed in Franchise Agreement for local origination and training shall be provided for local origination.

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Service Requirements: Franchisee shall provide, install and maintain, free of charge, an Emergency Alert Overide System. On a monthly basis, Franchisee shall mail to all Subscribers a program guide.

Confidential Page 2. 9/20/02 United Telesystems, Inc.

BROADBAND GLOSSARY

A

Access: The service provided by local exchange carriers or alternate access providers, that enables a user to enter a circuit and connect with an interexchange carrier.

Access Channels: Channels set aside by a cable operator for use by third parties, including the public, educational institutions, local governments, and commercial interests unaffiliated with the operator (see also PEG and LEASED ACCESS).

(ACD) Automatic Call Distributor: A device that is able to distribute incoming calls to a certain group of terminals.

(A/D) Analog to Digital Converter: A device that constantly converts varying analog signals to digital signals.

(ADI) Area of Dominant Influence: A television market as delineated by the Arbitron Company.

Addressable: Capable of being activated or accessed remotely by signals sent from a cable system’s headend (addressable usually refers to descramblers and other set-top boxes).

(ADSL) Asymmetrical Digital Subscriber Line: A modem technology that provides greater bandwidth from ordinary telephone lines. Asymmetrical is able to provide faster one way speed connectivity between the central office and the customer premises.

Aerial Plant: Cable that is suspended above ground on telephone or utility poles.

(AIN) Advanced Intelligent Network: A network architecture that allows major foreign and US telecommunications companies to direct telephone calls based on activating points to the database used in Signaling System 7 (SS7).

Amplifier: A device that boosts the strength of electronic signals.

Analog: A mechanism or method in which data is represented by continuous variable physical quantities and that uses nondiscrete variations in frequency, amplitude or location to carry sounds, signals, mathematical data or other information.

(ANI) Automatic Number Identification: A function by which the directory number of a calling unit is automatically obtained.

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(ARPA) Advanced Research Project Agency: An agency of the U.S. Department of Defense that funded the ARPANet as a research network.

Aspect Ratio: The ratio of a television screen’s width to its height (4:3 for NTSC, 16:9 for HDTV).

(AT) Access Tandem: A switching system that provides an interexchange carrier with access to more than one end office.

(ATM) Asynchronous Transfer Mode: A high-speed multiplexing and switching technique that uses fixed size of cells to support several types of traffic such as voice, data and video.

(ATV) Advanced Television: A series of digital television technologies that are designed to improve the current commercial-quality television system.

B

Basic Cable: Primary level or levels of cable service offered for subscription. Basic cable offerings may include retransmitted broadcast signals as well as local and access programming. In addition, regional and national cable network programming may be provided. Basic service offerings at the system level may be offered as more than one tier.

Bipolar Signal: A signal that can take on two polarities, of which neither is zero.

Box: Electronic equipment used to process television signals in a consumer’s home, usually housed in a “box” that sits atop a TV set or VCR. See also CONVERTER and DESCRAMBLER.

(BPS) Bits Per Second: Transmission rate for digital information expressed as the number of bits (zeroes or ones) sent or received per second.

Broadband Communications System: A network such as a cable system capable of delivering multiple high capacity services simultaneously.

(BS) Base Station: A fixed land station in the land mobile service that relays signals to and from mobile voice and data terminals or handsets.

(BSS) Business Support System: A system that supports and manages information of various telecommunication functions such as billing, data warehousing, customer care, network management and account receivables.

(BW) Bandwidth: A measure of the capacity of a channel of communications in the broadcast spectrum. A range of frequencies or the amount of spectrum used to transmit pictures, sound,

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and data (In the United States, the Federal Communications Commission has assigned broadcast television channels a bandwidth of 6 megahertz).

Bundling: Combining goods and/or services into a single package, often for a discounted price.

C

Cablecasting: The use of cable systems by federal, state, and local officials to disseminate information and television programming to their constituents.

Cable Modem: A communication device connected to a personal computer which offers customers access to the Internet over a cable system at speeds 50-100 times faster than a telephone connection.

Cable Ready: Label for consumer electronic devices, such as television sets and VCRs, that are designed to allow direct connection to a cable television network.

Cable System: A localized communications network that distributes television, Internet, and telephone services by means of coaxial cables and/or fiber optics.

(CABS) Carrier Access Billing System: A software application also known as Integrated Access Billing System (IABS), that enables local exchange carriers (LECs) to measure minutes of use on access and thereby be able to bill LECs for it.

(CAP) Competitive Access Provider: Companies that provide connections to long distance providers while bypassing local telephone companies.

(CARS) Community Antenna Relay Service: Microwave facilities used to relay television, FM radio, and other signals from a cable television headend to a reception site for distribution over cable.

Cash Flow: A measure often used in the cable industry to assess a company’s financial performance. Generally, cash flow is a company’s earnings before non-cash expenses, such as depreciation and amortization, are taken into account.

(CATV) Community Antenna TV: Also known as Cable TV, it uses several TV units connected by cable to a common antenna to serve a community.

(CBR) Continuous Bit Rate: A transmission rate that is uniform.

(CCIS) Common Channel Interoffice Signaling: The basis for intelligent networks, it routes information to and from specialized databases stored in the network carriers' computers and uses a separate data line to route interoffice signals, thereby providing a faster call set-up.

(CCITT) Consultative Committee International Telephony and Telegraphy:

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Presently known as the International Telecommunications Union (ITU), the ITU sets and develops standards for telecommunications.

(CDMA) Code Division Multiple Access: A digital cellular communications technology used as a multiplexing and multiple access technique in which multiple calls are individually coded for transmission over one channel simultaneously.

(CDPD) Cellular Digital Packet Data: Developed by IBM as a way to transmit short wireless data messages, such as credit card verification, over cellular providers' analog network.

(CDR) Call Detail Record: A system feature that tracks details about calls, such as type, time, duration, originator and destination. CDRs can be used for network monitoring, accounting and billing purposes.

(CELP) Code Excited Linear Prediction: An analog to digital speech coding method that provides near toll quality audio by utilizing smaller samples that are processed faster.

Central Office: A telecommunications facility (generally serving 10,000 telephone lines) where local calls are switched.

(CENTREX) Central Exchange: This is an exchange system run from the central office that routes and switches calls for commercial and non-profit organizations, while providing them with comparable services provided by private branch exchanges.

(CG) Character Generator: Device that electronically displays letters and numbers on the television screen.

Channel Capacity: Maximum number of television channels that a cable system can carry simultaneously.

(CLASS) Custom Local Area Signaling Services: A number translation service available within a Local Access and Transport Area (LATA).

(CLEC) Competitive Local Exchange Carrier: A company that has been allowed to offer local telephone service, in competition with the regional Bell companies.

(CMIP) Common Management Information Protocol: The protocol used in order to manage remote systems through an application process that interchanges information and commands.

(Coax)Coaxial Cable: A transmission line 1/4 to 1 inch thick with an inner wire to conduct signals and an outer aluminum coating to act as a ground. The two metal layers are separated by insulation and may be wrapped in a protective plastic sheathing.

(CODEC) Coder/Decoder: A device that converts digital codes to analog and vice versa.

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Collocation: Placing a competitor’s communications equipment in one’s own facilities to allow efficient interconnection of different networks.

Committed Information Rate: The bandwidth committed by the carrier for the port connection that is assigned to a permanent virtual circuit in a frame relay network.

Common Carrier: A communications provider, such as a telephone company, which offers its services to all members of the public for a set fee (tariff). Common carriers are regulated by federal and state agencies and exercise no control over the content of the messages they carry.

Compression: A technique for reducing the number of bits that make up a digital television signal and reducing the amount of bandwidth required to carry it. By reducing the bandwidth necessary to carry compressed digital signals, cable companies and others can greatly increase the number of channels they offer to consumers.

Compulsory License: Statutory license (section 111 of the Copyright Act) which allows cable and MMDS operators to retransmit, for a prescribed fee, programming broadcast by television stations (see also SHVA).

Converter: Device which increases the number of channels that a TV set can receive by converting the large number of signals carried on a cable or satellite system to a single channel tuned by the TV set, e.g., channel 3 or 4.

(CPE) Customer Premise Equipment: The equipment at the customer's premises that connects with a carrier's communication network, such as terminals and inside wiring.

(CRIS) Customer Record Information System: A system that is used to maintain customers' usage records for billing purposes by many local exchange carriers (LECs).

(CSMA/CD) Carrier Sense Multiple Access with Collision Detection: A protocol by which all nodes attached to the network contend for access and listen if another PC is transmitting. If not, it starts to transmit or it waits to retransmit if it detects another station’s jam signal.

(CSR) Customer Service Record: A detailed printout of a subscriber's monthly equipment and service charges billed by the local telephone company and uses corresponding USOC codes.

D

(DBS) Direct Broadcast Satellite: A TV broadcast service from a small satellite dish antenna that offers similar services, like that of cable TV, and which transmits highly compressed digital signals.

(DCS) Digital Crossconnect System: A high-speed data channel switch that in response to dialing instructions independent of the data traveling through, switches transmission paths.

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(DDD) Direct Distance Dialing: A switched service that allows for whomever originates a call to directly place long-distance calls without assistance.

(DDS) Digital Data Service: A synchronized digital service that interconnects digital transmission centers.

(DE) Discard Eligibility: An indicator in a frame relay that identifies which frames can be discarded in case of network congestion.

Descrambler: Electronic circuit that restores a scrambled video signal to its original form. Television signals, especially those transmitted by satellite, are often scrambled to protect against theft and other unauthorized use.

Dialing Parity: The ability to reach a residential or business phone by dialing the same number of digits no matter which company’s network is used.

(DID) Direct Inward Dialing: A feature that allows calls to the ten-digit DID telephone number to reach that specific extension without human interference.

Digital: An intelligence-carrying signal consisting of a stream of bits of zeros and ones for sound, video, computer data or other information.

Digital Cable: Cable services, programming, and equipment that use digital, not analog, formats (see DTV and HDTV).

Dish: A parabolic antenna used to receive satellite transmissions at home. The older “C band” dishes measure 7-12 feet in diameter, while the newer “Ku band” dishes used to receive high- powered DBS services can be as small as 18 inches in diameter.

Distant Signal: Television signal from another city that is imported and carried locally by a cable television system.

(DLC) Digital Loop Carrier: The supplies and equipment that are used for digital multiplexing of telephone circuits. This would include the lines.

(DLCI) Data Link Connection Indicator: The number sequence that identifies public data networks.

(DMA) Designated Market Area: A television market as delineated by the A.C. Nielsen Company.

(DMT) Discrete Multitone Technology: A technology that uses digital signals to transmit multiple signals over the present pair of copper wiring.

(DN) Directory Number: A 10-digit number assigned by the local telephone provider. Generally referred to as an individual’s telephone number.

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(DOCSIS) Data Over Cable Service Interface Specification: The leading standard for cable modems.

(DOD) Department of Defense: The United States federal agency overseeing the military.

Downstream: Flow of signals from a cable system’s headend through its distribution network to a customer.

(DQPSK) Differential Quadra Phase Shift Keying: A phase modulation technique used in modems to code relative changes of a carrier signal phase in the transmitted waveform.

Drop Cable: The final stretch of coaxial cable that connects a customer’s home to the cable system.

(DS-O) Digital Signal Level 0: A classification of digital circuits with a rate of transmission rate of 64 kb/s.

(DS-1) Digital Signal Level 1: The rate of transmission of a DS-1 (or T -1) is of 1 .544 Mb/s and 24 channels are associated with it.

(DS-3) Digital Signal Level 3: The rate of transmission of a DS-3 (or T -3) is of 44.736 Mb/s and is associated with 672 channels.

(DSC) Digital Selective Calling: A synchronous system that is used to set up contact by radio with a station or group of stations.

(DSP) Digital Signal Processors: A special programmable device used for digital signal processing by providing ultra-fast instruction sequences.

(DSU) Data Service Unit: An apparatus used to link data terminal equipment to the carrier's digital services, such as T -1.

DTH (Direct-To-Home): All satellite service providers, including C-band and Ku band (DBS).

(DTMF) Dual Tone Multi-Frequency: A type of double-frequency audio signals that are generated by a push-button device like those on a touch-tone telephone.

DTV (Digital TV): Television signals transmitted and received in digital format (discontinuous zeroes and ones; compare with ANALOG). Digital TV has several formats and varying degrees of resolution, from 480 lines per screen progressively scanned to 1080 lines interlaced. DTV includes HDTV, but not all DTV is HDTV since the bandwidth required for HDTV can be broken down to accommodate several DTV signals of lesser resolution.

Dual Cable: Two wires or coaxial cables operating side-by-side to provide extra channel capacity and interactivity.

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(DWDM) Dense Wavelength Division Multiplexing: A technique by which multiple light signals (generally using four or more signals) of different wavelengths, are simultaneously transmitted in the same direction over a single optical fiber.

E

Earth Station: A large dish used for sending and receiving signals from a communications satellite. A one-way, receive-only earth station is known as TVRO.

(EB) Electronic Bonding: The ability to forge an interface between the operations support systems of the local and long distance service providers, thereby enabling the seamless exchange of information concerning network needs and customer orders.

(EDI) Electronic Data Interchange: An electronic messaging system for the trading and interchanging of information.

(ES) Earth Station: A satellite communications center, including the antenna, receiver and electronics necessary in receiving satellite transmitted signals.

(ESS) Electronic Switching System: It is a switching system for the telephone network that is based on time-division multiplexing of digitized analog signals.

Ethernet: The Institute of Electrical and Electronic Engineers' (IEEE) widely used access method for the local area network (LAN) protocol.

Exclusivity: Contractual right to be the sole exhibitor of a television program in a particular area at a specified time.

Extranet: The part of a company or an organization internal computer network which outside users and which uses the public Internet as its transmission system, but requires passwords to gain access.

F

(FCC) The Federal Communications Commission: Established by the Communications Act of 1934, the FCC is the federal agency in charge of overseeing interstate telecommunications, as well as all the communications services originating and terminating in the United States.

(FDDI) Fiber Distributed Data Interface: An ANSI define standard by which computers can communicate at 1 00 million bits per second over fiber-optic token ring network.

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(FDDI-LAN) Fiber Distributed Data Interface- LAN: An American National Standards Institute (ANSI) and ISO defined standard for high-speed (100 MBPS) local area network (LAN) communications using fiber-optic cable as the transmission medium.

(FDMA) Frequency Division Multiple Access: A multiplexing and multiple access technique for sharing of a spectrum band where each user is assigned a single transmission channel.

(FEC) Forward Error Correction: A data transmission technique that is able to correct for bad data transmitted on the receiving end by using the correction bits and a predetermined algorithm sequence.

Feeder Line: Intermediate distribution line (fiber or coaxial cable) that connects a trunk from the headend to the drop cables serving individual homes.

Fiber Optics: Thin transparent fibers of glass or plastic that are enclosed by material of a lower index of refraction and in which Light-Emitting Diodes (LED)s send light through the fiber to a detector that turns the light into an electrical signal.

Firewire: An interface based on the IEEE–1394 standard which allows OpenCable™ set-top boxes to be connected to digital television sets without signal degradation.

Forbearance: A regulatory body’s decision not to exercise its authority over a given market or company, usually because there is competition.

(FPS) Fast Packet Switching: A packet-oriented switching technique that uses short and fixed length packets to increase the throughput.

(FR) Frame Relay: A packet access protocol primarily used to interconnect distant LANs and routers together, to Internet access via T -1.

Franchise: Contractual agreement between a cable operator and a governmental entity that defines the rights and responsibilities of each in the construction and operation of a cable system within a specified geographic area.

Franchising Authority: Governmental body (city, county, or state) responsible for awarding and overseeing local cable franchises.

(FTP) File Transfer Protocol: Widely used prior to 1995, it is a protocol that enables the user to log onto computers at other sites and transfer or retrieve files. These files were retrieved/transferred in text format.

G

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(GEO) Geostationary Earth Orbit: A satellite orbit for communications satellites 22,300 miles above the earth and whose speed is the same as the earth's rotation, so thereby appearing stationary.

(GS) Gateway Server: A station on the local area network that has devices necessary to provide system interoperability between one or more network users.

(GSM) Global Standard for Mobile Telecommunications: A TDMA standard set by the European Union for all European countries and increasingly used throughout the world, for two- way digital cellular systems. It operates in the 1.8 to 1.9 GHz band in North America.

H

H.323: An ITU standard for videoconferencing over packet-switched network which is widely supported for Internet telephony.

Hardware: Equipment involved in the production, storage, distribution, and reception of electronic signals, such as computers, amplifiers, cameras, and VCRs.

(HDSL) High Data Rate DSL: A digital subscriber line technology that allows for upstream data transmission at T -1 of fractional T -1 speeds and quality over copper wires.

Headend: Facility that originates and distributes cable service in a given geographic area. Depending on the size of the area it serves, a cable system may be comprised of more than one headend.

(HDTV) High Definition Television: Digital television which offers twice the resolution, wider screens, better sound, and better color than the NTSC format. “True” HDTV involves a 16:9 aspect ratio and at least 720 lines per screen.

(HFC) Hybrid Fiber/Coax: A network architecture developed by the cable industry which uses a blend of fiber and coaxial cable to bring consumers interactivity, greater channel capacity, increased signal strength, and improved reliability.

Home Shopping: Cable and broadcast television programming which allows customers to view and order merchandise at home.

Homes Passed: Households with the ability receive cable service and which may opt to subscribe.

(HQ) Headquarters: A center of administration or operations.

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I

(ILEC) Incumbent Local Exchange Carrier: A term used to refer to a Bell Operating Company.

Independent: An individually owned and operated cable television system (compare with MSO).

(I-NET) Institutional Network: A private, dedicated network built and/or operated by a cable TV system for local schools, businesses, or government.

Interactive: Two-way communications allowing a person to both send and receive information (compare with passive or receive-only systems, such as broadcast television).

Interconnection: The linking of two or more telecommunications networks, such as a cable system to a local exchange company or a long distance carrier.

Interlaced: A scanning format for televisions which blends two separate images, alternatively scanned on odd and even numbered lines, into one frame (compare with PROGRESSIVE scanning).

Internet: A global data network supporting research, engineering, commercial, information, and educational services.

Intranet: An in-house company network Web site that serves the employees of the enterprise and which offers similar features and services as the Internet.

(IP) Internet Protocol: An International Standards Organization (ISO) standard that implements the network layer 3 of an open system interconnection (OSI) model that contains a network address and is utilized in directing a message to a different network.

(IS) Information Service: The department in a company which oversees the computers, networking and data management. This term has been updated to IT (Information Technology).

(ISDN) Integrated Services Digital Network: A standard and integrated digital network that allows users to simultaneously send voice, data and video over multiple multiplexed communications channels from a common network interface.

(ISN) Internet Service Node: An interconnection point in the Internet network to other specific entities.

(ISP) Internet Service Provider: A service provider that has its own network (or leases) to which end-users dial into to connect to the Internet.

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(ITSP) Internet Telephony Service Provider: A company that provides users with telephony service via the Internet through standard telephone wires.

(ITU) International Telecommunications Union: An international organization within which governments and private sectors set communications standards.

IXC (Interexchange Carrier): A long distance telephone company linking separate local exchanges.

K

(Kft) Kilofeet: A thousand feet.

(Km) Kilometer: A thousand meters, or 0.62 miles.

L

(LAN) Local Area Network: A data communications network that links together computers and peripherals to serve users within a confined area.

Leased Access: Commercial channels made available by a cable operator to third parties for a fee, as required by the Cable Acts of 1984 and 1992.

(LATA) Local Access Transport Area: The area in which Regional Bell Operating Companies were allowed to provide local telephone and exchange access services as a result of the divestiture of AT&T in 1984.

Layer-1: In networking, the fist phase of the communications protocol of the open system interconnection (OSI) model, also referred to as the physical layer, which provides the transmission of bits over the network medium.

Layer 2: The second layer of the open system interconnection (OSI) model that contains the physical address of a client or server station, also called the data link layer.

Layer 3: The third layer of the open system interconnection (OSI) model, which contains the logical address of a client or server station.

Layer 4: Also known as the transport layer, it is the layer of the open system interconnection (OSI) model which provides end-to-end management of the communications session.

Layer 5: The fifth layer of the open system interconnection (OSI) model that initiates and manages the communications session.

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(LCD) Liquid Crystal Display: An electro-optical display technology that uses rod-shape molecules that flow like liquid and bend light.

(LDAP) Lightweight Directory Application Protocol: A protocol that is implemented in querying directory databases.

(LEC) Local Exchange Carrier: Any authorized carrier that has been given permission by the state PUC to provide local voice-level telecommunications services within a predetermined area

(LEOS) Low Earth Orbit Satellite: Satellites that orbit the earth at lower altitudes.

(LID) Line Information Database: These databases contain all valid telephone and calling card numbers, and when a user places a calling card call, these databases can provide validation.

(LMDS) Local Multipoint Distribution Service: A wireless cable system that enables greater upstream bandwidth than most other wireless services from a fixed station for entertainment video and CLEC services.

(LNP) Local Number Portability: A feature that allows customers to maintain their present telephone numbers when they change carriers for incoming calls.

(LO) Local Origination Programming: Material developed by an individual cable television system specifically for the community it serves.

Local Loop: The wire that connects a home or business to a telephone company’s central office.

Local-To-Local: The retransmission by DBS of local TV signals back into their local broadcast markets.

Long Distance: A call in the public switched telephone network that goes beyond the local calling area.

Loop: A pair of wires that connects the central office to the telephone set. The telephone set is the location of the telephone.

M

(MAE) Metro Area Exchange: Major access points in a network in the Internet.

(MAN) Metropolitan Area Network: A communications network that covers a large portion of a city or a large campus through which two or more LANs interconnect.

(MDF) Main Distribution Frame: A unit that connects between outside plant cables and internal lines or line equipment in the central office (CO).

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(MDS) Multipoint Distribution Service: A pay-TV broadcast delivery service through microwave frequencies from a fixed station to multiple small dish antennas.

(MF) Multi-Frequency: A frequency composed of two or more frequencies.

Miles of Plant: Number of cable plant miles laid or strung by a cable system; the cable miles in place.

(MM) Millimeter: A unit of measure for one thousandth of a meter.

MMDS (Multi-Channel/Multi-Point Distribution System): A wireless cable service using microwaves to transmit multiple television signals to customers.

MODEM (Modulator–Demodulator): An electronic device that allows users to connect computers and other equipment in their homes, schools, or businesses to a network for the purpose of sending and/or receiving data.

(MPEG) Moving Picture Experts Group: An international group that sets standards for compressing video images.

(MPLS) Multiprotocol Label Switching: A technical description for layer 3 switching using labels of fixed-Length to quicken the pace in traffic paths.

(MSO) Multiple System Operator: A major cable TV organization that has franchises in multiple locations.

(MUX) Multiplexer: A device that combines many input devices into one compiled signal to be carried over one telephone line.

Must Carry: A policy, developed by the FCC in the 1960s and codified by Congress in 1992, requiring cable systems to carry the analog signal of a local television station if that broadcaster so chooses (see also RETRANSMISSION CONSENT). The Supreme Court voted 5-4 in 1997 to uphold must carry for analog broadcast television signals.

N

(NAP) Network Access Point: Also known as the Internet Exchanges (IXS), it is a point where major Internet service providers come together and interconnect with each other.

Narrowcasting: Delivery of programming that addresses a specific need or highly focused audience.

Near Video On Demand: The practice of offering the same programming on different channels at different times so that customers do not have to wait long for a desired show to begin.

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(NEL) Network Element Layer: The layer of an integrated digital network whose function and capabilities include the information necessary for billing and collection, for routing or transmission of a telecommunications service.

Network Non-Duplication Rules: FCC rules prohibiting a cable operator from importing a network’s broadcast signals from a distant television market when they are available simultaneously from a local network affiliate.

(NIC) Network Interface Card: An interface card that interconnects all the adapters in a computer to provide access to the network.

Node: A connection point in a cable system (often where a fiber enters a neighborhood and connects to coaxial cables serving 200-1000 individual homes).

Noise: Static and other distortions to an electronic signal which degrade the quality of television pictures and sound received by the consumer.

(NPA) Numbering Plan Area: The first three digits of a North American telephone number, often an “area code”, in which the first digit cannot be a 1 or a 0 and that the remaining numbers can be 2 through 9.

(NPAC) Number Portability Administration Center: A national database that keeps track of all ported number at the national and regional levels.

(NSP) Network Service Provide: An Internet provider that offers high-speed backbone services.

(NTSC) National Television System Committee: Responsible for the specifications administered by the FCC for commercial broadcasting.

Number Portability: The right of telephone customers to keep their existing phone numbers if they change locations or service providers.

O

Off The Air: Refers to the reception of broadcast television signals with a local antenna (either roof-top or set-top) instead of through a cable or satellite dish.

OpenCable: An initiative of the cable industry (through CableLabs) to develop and label a new generation of interoperable digital boxes available through retail stores that will provide subscribers with video, data, and interactive services.

Operating Income: Generally defined as a company’s income before interest payments and taxes.

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Optical Amplifier: A device that receives an optical signal and amplifies it and retransmits it as an optical signal to the system.

(OSI) Open System Interconnection: A logical structure developed by the International Standards Organization to enable devices from multiple vendors to communicate with any other OSI-compliant system.

OSP (On-Line Service Provider): An interactive computer service such as Road Runner, @Home, or AOL which provides subscribers with proprietary information as well as access to the Internet (compare with ISP).

(OSS) Operations Support Systems: A system that processes telecommunications information which supports various management functions like network management, inventory control, maintenance, trouble ticket reporting, surveillance and service provisioning.

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P

Packet: A group of bits switched as a unit block of data used for transmission in a packet- switched network.

Pay Cable: A network or service available for an added monthly fee. Also called premium. Some services, call mini-pay, are marketed at an average monthly rate below that of full-priced premium.

Pay Cable Unit: Each premium service to which a household subscribes is counted as one unit.

Pay-Per-View: Pay service that enables a subscriber to order and view events or movies on an individual basis.

(PBX) Private Branch Exchange: A private telephone system switch that interconnects telephone extensions to each other, as well as to the outside telephone network.

(PCM) Pulse Code Modulation: The sampling of a signal and each sample is then digitized so as to have it transmitted over a medium.

(PCN) Personal Communications Network: A kind of wireless communications system that transmits through low-power antennas and uses lightweight and inexpensive handsets.

(PCS) Personal Communications Service: A wireless service concept that allow users to communicate with the combination of terminal and personal mobility. The allocation of spectrum in the 1800-1900 MHz band is called the PCS band.

PEG (Public, Educational, and Governmental): See ACCESS CHANNELS.

Penetration: The number of homes actually served by cable in a given area, expressed as a percentage of homes passed (e.g. cable penetration in November 1998 was 67.4 percent nationwide).

(PIC) Primary Inter-Exchange Carrier: The carrier for interstate and international calling that can be accessed without being required to dial extra digits. Calls get automatically routed to the customer's “PIC”.

Point of Presence: A site where telecommunications companies (such as cellular and long distance providers) physically interconnect their systems with other networks (such as local telephone companies or cable companies).

Pole Attachment: The place where, for a fee, cable systems attach their wires to telephone or utility poles.

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(POP) Point of Presence: The location at which a line from a long distance carrier (IXC) connects into a local telephone carrier's switching network facility.

(POTS) Plain Old Telephone Service: The basic telephone lines connecting most residential and small business users to the public telephone network.

(PPP) Point-to Point Protocol: A data link protocol that is popular for Internet access and for carrying higher level protocols, while supporting both asynchronous and synchronous lines.

Premium Services: Individual channels such as HBO and SHOWTIME which are available to cable customers for a monthly subscription fee.

Progressive: A scanning format used by computer monitors and some television sets where each picture frame is presented sequentially and is scanned continuously from the top left of the screen down to the bottom right corner (compare with INTERLACED).

(PRI) Primary Rate Interface: An interface standard for integrated services digital network providing a total of 1.544 MBPS.

(PSC) Public Service Commission: Also known as the Public Utilities Commission (PUC), a state regulatory body that oversees public utility service providers.

(PSN) Packet Switching Node: A node in a packet-switching network, supporting the formatting, transmitting and routing packets.

(PSTN) Public Switched Telecom Network: The common domestic telecommunications network that is access by private branch exchange trunks, telephones, and Centrex systems.

(PTM) Packet Transfer Mode: A technique of packet switching and transmission that enables more effective sharing of network resources by various users.

(PUC) Public Utility Commission: A state regulatory body that is responsible for establishing and implementing public policy and regulating intrastate utilities.

(PVC) Permanent Virtual Connection: A point-to-point virtual connection scheduled ahead of time for a long-term connection between data terminal equipment.

R

(RADSL) Rate Adaptive DSL: A modem technology (DSL) that maximizes the digital speed of copper lines and adjusts speeds in reference to signal quality.

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(RBOC) Regional Bell Operating Company: The regional holding companies that resulted from the divestiture of A T& T. The previous 22 bell telephone companies were combined into 7 regional companies in 1984.

Regional Hubs: Fiber optic rings that link several adjacent or regional headends, thus improving reliability, lowering costs, and expanding cable’s offerings to include Internet access and telephone service.

Retransmission Consent: A policy enacted by Congress in 1992 requiring cable operators to secure the consent of local television stations before retransmitting their signals. Instead of retransmission consent, broadcasters may choose MUST CARRY.

(RF) Radio Frequency: The range on the electromagnetic frequencies with radio transmission.

(RJ-11 Jack) Registered Jack -11: The type of phone jack that local telephone companies wire for most residential homes and which can only hold one line.

Router: A device that forwards data packets of a specific protocol type from one logical network to another logical network, based on routing tables and routing protocols.

(RSVP) Resource Reservation Protocol: A network protocol that signals a router to reserve a resource along the data path for real-time transmission.

(RT) RingbackTone: Also known as an audible ringing tone, it is the signal that the calling party hears during the ringing interval as an audio tone interrupted at a slow repetition rate.

(RTP) Real Time Protocol: An Internet protocol for the transmission of voice and video.

S

Satellite: Communications device usually located in geostationary orbit, which receives transmissions from earth and retransmits them to different parts of the globe.

(SBC) SBC Communications Inc: A regional telecommunications company made up of Southwestern Bell, Pacific Bell, Nevada Bell and Cellular One.

(SCE) Service Creation Environment: Software for inputting comprehensive and elaborate enhanced service specifications.

(SCP) Service Control Point: Software that enables carriers' computers to offer enhanced services by handling 800 numbers, collect and third-party billing calls, as well as calling cards, while involving the customer with data interaction.

Scrambling: An electronic security technique used to render a TV signal unviewable unless it is processed and restored by an authorized decoder or descrambler.

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Set Top Box: see BOX, CONVERTER, and DESCRAMBLER.

Share: The percent of television households tuned to a particular program or category of programming.

SHVA (Satellite Home Viewer Act): Federal law (section 119 of the Copyright Act) which gives direct-to-home satellite distributors such as DBS a compulsory license for the retransmission of broadcast television programming. The SHVA will expire on December 31, 1999, unless extended by Congress.

Signaling: The transmission of electrical signals that contain switching information between stations, user's premises, offices and various central offices.

(SLIP) Serial Line Internet Protocol: A protocol that enables a computer to utilize Internet Protocol via high-speed modem and a telephone line.

SMATV (Satellite Master Antenna Television): Small-scale, private cable system using a central rooftop antenna to serve the TV sets in an apartment building, hotel, or multiple dwelling unit.

(SMDS) Switched Multimegabit Data Service: A fast packet-switching service offered by local telephone companies to provide cross-premises communications services between LANs.

(SMS) Service Management System: A system that coordinates all of the national 800 telephone numbers for all the US telephone companies through service control points (SCP).

(SONET) Synchronous Optical Network: An American National Standards Institute (ANSI) standard for high speed, fiber optical transmission on the network.

Spot Revenue: Revenue from advertising placed on a cable system by a local or national advertiser.

(SS7) Signaling System #7: An addressing protocol for setting up calls and providing a faster processing of a call by operating out of band, for transaction services such as caller ID, automatic recall and call forwarding.

(SSP) Service Switching Point: Software capable of sending triggering signals to service control points and queering these databases for information to process telephone calls.

(STP) Shielded Twisted Pair: A two-wire twisted metallic transmission line that is protected by a sheath of conductive material.

(STPs) Signal Transfer Points: Packet switches that routes signals over paths completely separate from the voice paths.

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(STS) Synchronous Transport Signal: The signal rate carried over a Synchronous Optical Network (SONET).

Subscriber: This term is used interchangeably with household.

Switch: A mechanical or electronic device for making, breaking, or changing the direction flow of electrical or optical signals from one side to the other.

Syndicated Exclusivity (SYNDEX): Federal requirement that cable systems black out syndicated programming from distant signals (out-of-town television stations) for which a local broadcaster has exclusive contractual rights. For example, cable operators cannot import “I Love Lucy” as part of a distant TV signal if a local broadcaster has purchased the syndication rights for that program in its market. (The FCC eliminated this requirement in 1980 and subsequently reimposed it in 1990.)

System: Facility that provides cable service in a given geographic area, comprised of one or more headends.

T

T-I: Two pairs of copper wire that can carry 24 DS-O signals at a rate of 1.544 MBPS.

(TA) Terminal Adapter: An external device, which connects computers to an ISDN line.

TANDEM: A special ILEC switch which interconnects local ILEC switches directly serving providing dial tone to users with IXC or CLEC switches and/or networks.

(TCP/IP) Transmission Control Protocol/Internet Protocol: A communications protocol developed by the Department of Defense to inter-network dissimilar systems and operates at layers 3 and 4 (network and transport, respectively) of the OSI model.

(TDM) Time Division Multiplexing: A digital multiplexing method to merge signals from two or more channels, such as telephones, computers, and video, into a common channel for transmission over telephone lines.

(TELCO) Public Telephone Company: A company that provides telecommunication services.

Teleradiology: A system that enables the viewing and processing of images within a hospital's nuclear medicine departments or remote image viewing from home computers or remote sites.

(TELNET) Virtual Terminal Protocol: An Internet service that allows a user to create an interactive session with a computer on a different network as if they were actually on that system.

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Tier: A package of television channels offered to customers for a single price. Most cable systems have more than one tier, e.g., a basic package including local broadcast stations, and one or more expanded tiers featuring popular cable program networks. In addition, cable operators offer premium subscription services, such as HBO and SHOWTIME, and pay-per-view events such as movies, boxing matches, and concerts.

(TMN) Telecommunications Management Network: A network using a set of international standards that interconnects and interfaces with a telecommunications network in order to interchange information in order to control and maintain the telecommunications network.

Translator: Relay system that picks up distant television signals, converts the signals to another channel to avoid interference, and retransmits them into areas the original television station could not reach.

Transponder: The part of a satellite that receives and retransmits a signal.

Transport: The transfer access service to and from a point of presence (POP) serving wire center and a customer's serving wire center or end office (EO).

Trunk: A communications network that can be used to connect circuits between switches or to interconnect switches themselves to form a network.

Trunking: Transporting signals from one central point in a cable system (such as a headend) to another site without serving customers directly. Trunking can be accomplished by using fiber optics, coaxial cable, or microwave, although fiber is now the norm for the cable industry.

(TV) Television: An electronic system of transmitting transient images and sound by means of electronic signals transmitted through wires and optical fibers.

Twisted Pair: The wire traditionally used by telephone companies to connect customers to their central offices. It consists of two or more strands of color-coded copper wire bound together in a protective sheath.

Two-Way: See INTERACTIVE.

(TWTA) Traveling Wave Tube Amplifiers: The main microwave repeaters or transmitters on a satellite.

U

(UDP) User Datagram Protocol: A host-to-host protocol, which allows an application program on one computer to send a datagram to an application on another computer via packet-switched communications network.

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Unbundling: Requiring local exchange companies to separate the various components of their telephone service into independently available and separately priced features, such as the local loop, switching, operator assistance, and billing.

Underground Installation: Installing coaxial and fiber cable underground as opposed to hanging it from poles (compare with AERIAL PLANT).

(UNE) Unbundled Network Elements: Parts and components of a system that are sold separately, including local loops, OSS, local and tandem switches, as well as network interface devices.

Universal Service: A fund to which interstate carrier must contribute in order to provide access to the advanced interexchange telecommunications services to those people living in rural areas and where it world otherwise not be cost-efficient to invest.

Unserved Area: See WHITE AREA.

Upstream: Flow of information from a customer back up through a cable system to the headend.

V

(VCR) Video Cassette Recorder: A recording and playback machine that takes signals from a television camera via a television receiver and records them on magnetic tapes.

Video On Demand: The ability to provide television programming to customers upon request (see also NEAR VIDEO ON DEMAND).

(VOD) Voice Operated Device: A device that is operated by a system with speech recognition.

(VPI/VCI) Virtual Path Identifier Virtual Channel Identifier: The combination of the address of a virtual circuit and of a virtual path, thereby identifying a connection on an ATM network.

(VPN) Virtual Private Network: A private switched network that allows sites that are connected with one another to contact each other without dialing all eleven digits.

(VRU) Voice Response Unit: A device that is capable to form a spoken message from an assortment of stored words.

(VSAT) Very Small Aperture Terminal: A small earth station for satellite transmission and which is made up of one master earth station and several two-way satellite terminals. Commonly used by multinational firms in the transmission of fax, voice, and data throughout a widespread area.

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W

(WAN) Wide Area Network: A network that connects two or more LANs in multiple cities via telephone lines.

(WDN) Wavelength Division Multiplexing: A technology that utilizes the transmission of multiple light signals simultaneously through the same optical fiber, while preserving the integrity of each individual signal.

White Area: An area unserved by a local, over-the-air broadcast signal (outside its grade B contour).

(WLL) Wireless Local Loop: A system that uses radio waves, as a substitute for copper in making telephone connections from your home or office to the public switched telephone network (PSTN).

(WWW) World Wide Web: A basic way of communication through the Internet for world- wide hypertext linking of multimedia documents.

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