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HomeMy WebLinkAboutAGMT - Comcast CablevisionPage 1 of 10 1 .. t. ' fCOMKUNICATION SITE LEASE AGREEMENT =�' l This Communication Site Lease Agreement (this "Lease '~ is entered into effective as of this first day of September, 1998 (the "Effective Date ") by and between the City of Seal Beach, public body corporate and politic (the "Landlord ") and Comcast Cablevision of Seal Beach, Inc., a Delaware corporation (the "Tenant "). RECITALS A. Landlord is the owner of that certain property located in the City of Seal Beach, County of orange, State of California described on Exhibit "A" attached hereto and incorporated herein by this reference (the "Premises ") . B. Tenant is in the communications business and desires to lease the Premises from the Landlord on the terms and conditions set forth herein. operative Provisions In consideration of the mutual covenants contained in this Lease, and of the recitals which are incorporated herein by this reference, the parties hereto agree as follows: 1. Leased Premises. The Landlord leases to the Tenant and the Tenant leases from the Landlord the Premises. This Lease shall commence on September 1, 1998, (the "Commencement Date ") and shall end on the date which is one (1) year from the Commencement Date (the nlnitial Term ") . Upon the �a expiration of the Initial Term and upon each anniversary M\� thereafter, this Lease shall be automatically extended for successive terms of on 1) year each (the "Successive Term(s)11), Cb\ unless not less than 20 days prior to the expiration of the .zn tizi Term or any Successive Term, the Tenant delivers to the (� Landlord written notice of the Tenant's election not to renew this Lease for a Successive Term. :.';;�( 2. Rental. Tenant shall pay Landlord as rent for the Premises each year during the term of this Lease the sum of Fifteen Thousand Dollars (the "Bass Rent ") . Tenant shall pay the Base Rent annually, in advance, on the Commencement Date and on each anniversary of the Commencement Date. The Base Rent shall be increased each year as described below. Tenant's obligation to pay the Base Rent shall be a separate and independent covenant and shall not be reduced by counterclaim or offset. The Base Rent shall be increased annually effective as of each anniversary of the commencement Date by an amount equal to the percentage increase in the CPI for the month twelve months prior to the adjustment date. "CPI" means the Consumer Price Index for All Urban Consumers for the Los Angeles area, issued by 9s0317 97216 -00001 ew 1490936.5 0 TT /Z0'd GeT90 e11TBT6 01 00059££7TL U1Hd GaU NU 9bc9T £0, ST dM Page 2 of 10 the Bureau of Labor Statistics for the United states Department of Labor (1997 equal 100). 3. Use of Premises. The Tenant shall use the Premises for the operation of communication facilities in connection with Tenant's cable television business and for no other purpose. The Tenant shall not construct any improvements on the Premises without the Landlord's written consent, which consent shall not be unreasonably withheld. 4. Access to Prgperty. For the Term of this Lease, Tenant shall have 24 hour access to the Premises. 5. Commliance With Laws. The Tenant shall, at the Tenant's expense, comply with all present and future federal, state, local, and city laws, ordinances, rules, regulations, and policies in connection with the use, operation, maintenance and construction of the Tenant's facilities on the Premises. 6. Maintenance. Tenant shall maintain the Premises and all improvements, equipment, structures and other property on the Premises in good working order and condition. Tenant shall keep the Premises free and clear of all trash, debris and graffiti. Indemnification Insurance and 8xculoatign. a. Indemnification of the Landlord. The Tenant shall indemnify, defend and hold the Landlord and any successor to the Premises, their respective present, future and former council members, officers, employees, attorneys and agents and their respective predecessors, successors, assigns, heirs, executors, and administrators of each of the foregoing from and against any and all losses, claims, demands, costs, expenses, liens, fines, penalties, liabilities, judgments and damages resulting directly or indirectly from or related to the use of the Premises. b. txculgation of the Landlord. The Landlord shall not be liable to the Tenant for any damage to the Tenant or the Tenant's, customers, employees, invitees, patrons, and successors in interest, except to the extent caused by the negligence of the Landlord. The Tenant on behalf of the Tenant and the Tenant's successors in interest, hereby waives all claims against the Landlord for personal injury and property damages, except to the extent caused by the negligence of the Landlord. 8. Insurance. The Tenant shall obtain and maintain a broad form commercial general liability insurance policy providing coverage for at least Five Million Dollars ($5,000,000) as the combined single limit for each occurrence of bodily injury, personal injury and property damage. The policy shall provide blanket contractual liability insurance for all written contracts, and shall include coverage for operations liability, 990310 91396 -00001 hJV 1490f36.6 0 . — 2 — TTi£0'd 6ZT909ZPT8T6 01 000SBE£PTL CIHd13GU NU LP:9T £0, ST d3s Page 3 of 10 independent contractors liability, property damage from explosion, collapse or damage to underground utilities. In addition to the foregoing, the Tenant shall also maintain Workers' Compensation Insurance at statutory liability limits. All policies, with exception of the workers' compensation policy, shall name the Landlord as an additional insured on a certificate of insurance in a form approved by the Landlord which approval shall not be unreasonably withheld, and shall require at least thirty (30) days prior written notice of any intention not to renew the policy or to cancel, replace or reduce the coverage of such policy. S. Condition of Premises. The Tenant hereby accepts the Premises in an "as is" condition with all faults and without any representation or warranty by the Landlord as to the condition of the Premises. 10. Assif=ment and Sublettina. The Tenant shall not assign this Lease in whole or in part without the Landlord's prior written consent, which consent shall not be unreasonably withheld. 11. Estoppel Certificate. The Tenant hereby agrees to provide, within ten days of a written request by the Landlord, a statement in writing certifying that the Lease is unmodified and in full force and effect (or setting forth the terms of such modification) and if no default has occurred under the Lease, that the Landlord is not in default under the terms of the Lease, and any other matters reasonably requested by the Landlord. 12. Hazardous Substance lndgmnification. The Tenant hereby represents and warrants that the Tenant will not generate or store any "hazardous substance" on the Premises. For purposes hereunder the term "hazardous substance" as used herein, means any substance, material or other thing regulated by or pursuant to any federal, state or local statute or ordinance by reason of its potential for harm to human health or the environment because of its flammability, toxicity, reactivity or corrosiveness. The Tenant agrees to indemnify, defend and hold the Landlord harmless against any release of such hazardous substance and any claim, damage, loss or liability resulting therefrom including all reasonable attorneys fees, costs and fines incurred as a result thereof. 13. Mechanic's Liens. Tenant shall keep the Premises free from any liens arising out of any work performed, material furnished or obligation incurred by or for Tenant or for any person or entity claiming through or under Tenant. In the event that Tenant shall not, within ten (10) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a property bond, Landlord shall have, in addition to any other remedies provided herein and at law or equity, the right, but not the obligation, to cause such 9001 %7 67995 -00001 hj" 1190936.5 0 - 3 SSibO'd 6Zi989ZYS8S6 01 8H0SSEErTL UlHd13Qtl d.J Lb:9i CO. 91 d35 Page i of 30 lien to be released by such means as Landlord deems proper, including payment of the claim giving rise to such lien. All such sums paid and all expenses incurred by Landlord in connection therewith shall be due and payable to Landlord by Tenant on demand. 14. Events of Default. Tenant's performance of each of Tenant's obligations under this Lease is a condition as well as a covenant. Tenant's right to continue in possession of the Premises is conditioned upon such performance'. Tenant shall be in material default under this Lease: (a) If Tenant abandons the Premises; (b) If Tenant fails to pay rent or any other charge when due; (c) If Tenant fails to perform any of Tenant's material non - monetary obligations under this Lease for a period of thirty (30) days after written notice from the Landlord; provided that if more than thirty (30) days are required to complete such performance, Tenant shall not be in default if Tenant commences such performance within the thirty (30) days and thereafter diligently pursues its completion. (d) If the Tenant makes a general assignment for the benefit of creditors, files a petition for adjudication of bankruptcy or for reorganization, or if a trustee or receiver is appointed to take possession of substantially all of the Tenant's assets. 15. Landlord Eicrhtg and Remedies. In addition to any other rights and remedies available to Landlord in law or equity, Landlord shall have the following rights and remedies in the event of a default by Tenant that is not cured by Tenant within the applicable grace period described herein: a. The rights and remedies provided by California Civil 'Code Section 1951.2 to recover from Tenant upon termination of the Lease: (1) the worth at the time of award of the unpaid rent which had been earned at the time of termination; (2) the worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; (3) subject to Subdivision (c) of California Civil Code Section 1951.2, the worth at the time of award of the amount by which the unpaid rent for the balance of the Term after 980317 W296.00001 hjv U90936.9 0 — 4 TTiso *d 6ZT909eVT8T6 01 000Ss££bTL tiIHdl3Qtl Nd LV:9T £0. ST das Page 5 of 10 the time of award exceeds the amount of rental loss that Tenant proves could be reasonably avoided; and (4) any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant's failure to perform its obligations under this Lease or which in the ordinary course of things would likely result therefrom, including, but not limited to, any attorneys' fees, broker's fees commissions or finder's fees, any costs for repairs, clean -up, refurbishing, removal (including the repair of any damage caused by such removal) and storage (or disposal) of Tenanc's personal property, equipment, fixtures, and anything else that Tenant is required to remove but does not remove, and any cost for alterations, additions, renovations (and any other costs and expenses) incurred by Landlord in regaining possession of and reletting (or attempting to relet) the Premises. The "worth at the time of award,, of the amounts referred tc herein shall be computed by allowing interest at the prime rate. b. The rights and remedies provided by California Civil Code Section 1951.4, which allows Landlord to continue this Lease, including the right to recover rent and any other additional monetary charges as they become due, for as long as Landlord elects to exercise its remedies described in this subsection "b" and Landlord does not terminate this Lease or a sublease of the Premises at such time as Tenant is in default, Landlord shall not unreasonably withhold its consent to such assignment or sublease, acts of maintenance or preservation, efforts to relet the Premises or the appointment of a receiver upon Landlord's initiative to protect its interest under this Lease shall not constitute a termination of Tenant's right to possession. 16. Voluntary Termination. This Lease may be voluntarily terminated (i) by the Tenant if the Tenant is unable, following the exercise of the Tenant's best efforts, to obtain or maintain any license, permit, or other governmental approval necessary for the operation of the Tenant's business, (ii) by the Tenant upon written notice to the Landlord in the event of a material default of the Landlord which remains uncured for thirty (30) days following the Landlord's receipt of such written notice, or (iii) by the Landlord if the Landlord determines in the Landlord's reasonable discretion that the Tenant's facilities are being operated in a manner threatening to the health, safety, or general welfare of the residents of the City of Seal Beach. Upon termination of this Lease, the Tenant shall, within thirty (30) days of the date of termination, repair any damage to the Premises and shall restore the Premises to the condition of the Premises prior to the Commencement Date. Any improvements remaining on the Premises at end of such thirty (30) day period shall, at the election of the Landlord (i) become the 990317 57296 -00001 Ej. 1.90936.5 0 — 5 TT/90'd 6ZT909ZbT8T6 01 000S8££6TL UlHd-SM NJ BP:9T CO, ST d3S Page 6 of 10 property of the Landlord, or (ii) be removed by the Landlord at the Tenant's cost and expense. 17. Condemnation. In the event the Premises is condemned by eminent domain, this Lease shall automatically terminate as of the date the Premises is condemned. In the event of a taking under the power of condemnation, the Landlord shall receive the full amount of any condemnation award and the Tenant shall not be entitled to any award. The Tenant hereby expressly waives any right to claim any damages for condemnation, from the Landlord provided, however, the Tenant shall be entitled to recover from any condemning authority other than the Landlord such condemnation damages as may be separ -rely recoverable by the Tenant. 18. First Refusal_. In the event that the Landlord at any time during the term of this Lease determines to sell the Premises, or any larger parcel of property in which the Premises is an undivided part, the Landlord shall endeavor to give notice thereof to the Tenant and shall endeavor to give the Tenant the right and opportunity to purchase the property underlying the Premises or such larger parcel, on terms substantially the same as the Landlord intends to offer the property, or such other parcel, which term shall be specified in the notice, to any other person, provided, however, if the Tenant has not agreed to purchase the property or such parcel on those terms within thirty (30) days of receipt of such notice, or has failed to respond to the Landlord within such period, then the Landlord shall be free to sell the property or such other parcel on the terms specified in the notice to any other person Notwithstanding the foregoing, in the event the Landlord fails to provide the Tenant with notice of a right and opportunity to purchase the property, or such larger parcel, such failure shall not be actionable or result in any damages to the Landlord. 19. Other Communication Facilities. Notwithstanding any other provision in this Lease, the Landlord shall be able to lease the Premises to any other communications company provided such complementary leases do not unreasonably interfere with Tenant's use of the Premises. 20. Taxes. Tenant shall be responsible for the payment of any and all taxes, including without limitation, real property, franchise, utility and possessory interest taxes assessed against the Premises, Tenant or Landlord pursuant to this Lease. Tenant hereby acknowledges receipt of notice of the potential levy of possessory interest taxes pursuant to Section 107.6 of the California Revenue and Taxation Code which requires that municipalities must disclose to parties with which such municipalities contract, the possibility of an assessment of a possessory interest tax with respect to such contract. 21. Att rneys' Fees and Costs. In the event any party is required to bring suit or other legal proceeding to enforce or 9/0319 51296.00001 11j. 1490936.5 0 — 6 TT /L0'd 6ZT909Z7TBT6 01 000S8££7TL UlHd13CIU ad 87:9T £0, ST d3S Page 7 of 10 interpret the terms and scope of this Lease, it is agreed that the prevailing party shall be entitled to recover from the non- prevailing party reasonable attorneys' fees, expenses, expert fees, and costs of suit incurred therein. 22. Binding Nature. This Lease, and all of the terms and provisions hereof, shall be binding upon and inure to the benefit of the parties and their respective partners, directors, officers, employees, agents, affiliates, successors and assigns. 23. Construction. The language in all parts of this Lease shall be in all cases construed simply according to its fair meaning, as though all parties have had equal input in the drafting of the same, and not strictly for or against any party. Whenever the context requires, all words used in the singular will be construed to have been used in the plural, and vis-a - versa. The captions of the sections of this Lease are for convenience only and shall not affect the construction or interpretation of any of the provisions hereof- 24- Partial Invalidity. Should any portion, word, clause, phrase, sentence, section or paragraph of this Lease be declared void or unenforceable, such portion shall be considered independent and severable from the remainder, the validity of which shall remain unaffected. 25. Intearation /Amendment. This Lease embodies the entire agreement of the parties hereto who have executed it and supersedes any and all other agreements, understandings, negotiations, or discussions, either oral or in writing, expressed or implied, between the parties to this Lease with respect to the contents hereof. The parties to this Lease each acknowledge that no representations, inducements, promises, agreements, warranties, oral or otherwise have been made to them, or anyone acting on their behalf, which are not embodied in this Lease; that they have not executed this Lease in reliance of any representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set forth in this Lease; and no representation, inducement, promise, agreement or warranty not contained in this Agreement, including, but not limited to, any purported supplements, modifications, waivers or termination of this Lease, shall be valid or binding, unless executed in writing by the parties to this Lease. This Lease may be amended, and any provisions hereof waived, but only in writing signed by the party against whom such amendment or waiver is sought to be enforced. 26. Compliance With Terms. Failure to insist upon compliance with any term, covenant or condition contained in this Lease shall not be deemed a waiver of that term, covenant or condition, nor shall any waiver or relinquishment of any right or power contained in this Lease at any one time or more times be deemed a waiver or relinquishment of any right or power at any time or other time or times. Execution in counterpart of this Lease may be executed in a number of counterparts each of which 990317 S1390 -00001 hjw 1490936.5 0 - 7 - TT/89'd 6ZT909ZVTBTS 01 000seMPTL bIHd aaU 2,U 6V:9T £0. ST AS Page 8 0[ 10 _, shall be deemed an original, but all of which shall constitute one and the same instrument. This Lease shall not become effective unless and until it is fully executed. 27. Governing Law and Jurisdiction. This Lease shall be interpreted under the laws of the state of California, both as to interpretation and performance. This Lease is being entered into in the City of Seal Beach, California and the Superior Court for the State of California, County of Orange, shall have exclusive jurisdiction in any action, suit, arbitration or other proceeding arising out of or with respect to the subject matter of this Lease, and any cause of action arising out of this Lease shall be deemed to have arisen from a transaction in the city of Seal Beach, California. 28. Notices. Any notice or other communication given hereunder ( °Notice°) shall be in writing and personally delivered or sent by United States Registered or Certified Mail or sent by a nationally recognized courier service such as Federal Express, addressed to the applicable party at the addresses set forth below. Delivery of any Notice shall be deemed made on the date of its actual delivery, or the date indicated in the return receipt or courier's records as of the date of its delivery or first attempted delivery if sent by mail or courier. Any party may change its address for - notice purposes by giving notice to the other parties. Landlord: The City of seal Beach 211 8th Street Seal Beach, California 80740 Attention: City Manager Tenantt Comcast Cablevision of Seal Beach, Inc. 1830 E. warner Avenue Santa Ana, California 92705 with a copy to: Comcast Corporation 1500 Market Street, East Tower Philadelphia, Pennsylvania 19102 Attention: General Counsel In witness whereof, the parties hereto have executed this Lease as of the date first referenced above. (signatures Follow) ^997x9 $4ag -00001 nj. 1490936.5 0 - 8 - TTi60'd 6ET909EVIST6 01 000SBE£4TL bIHdT3Q1J N.J 60 :9T £0. ST d35 Page 9 of 10 LANDLORD: CITY OF sm BEACH, public body corporate and politic B Ma o ST: C ty ler E 980111 57196 -00001 LOW 1490936.6 0 - 9 TT/0T'd 6ZT909ZbTBT6 01 000SMLVTL TENANT: COMCAST CABLEVISION OF SEAL BEACH, INC., a Delaware corporation By W dlHaIW3 ad 60:9T M. ST d3S page 10 of 10 ** TT'39tld -1tl1A1 a ca v TT /TT'd S 'ter 6ZT909ZbTST6 O1 000SB££bTL ,• b r� r; i HIHdMQU 213 6C:9T £0. ST d3S 0. 0 City of Seal Beach FILE REFERENCE FORM DATE (yyyy- mm -dd): 200q -- 02 — Z1 Initials: AG Full file — Created New Folder: Older file exists: Related topic: see below File contains records — NOT PUBLIC (Public Records Act) Other: Vendor /Company Name: COMCAST CAPiL-F:=V1 S10N C01q P. ot` CA Project Description: A�p1i�Dy\ Ivy my1( bic-P_ l�U�i ori:/ Coment Jz Acsiol -* feyit or - rrAhsF -(,r of Cor1tYOL o-F C,00014 Yelevisioyi Fmhcl i&c Term: 2D0 b - 0 2— 19 Other CC Meeting Resolution Number: Agenda Item: Federal Communications Commission R Approved By OMB Washington, DC 20554 FCC 394 • - 3060 -0573 f �WPLICATION FOR FRANCHISE AUTHORITY CONSENT TO ASSIGNMENT OR TRANSFER OF CONTROL OFF CABLE TELEVISION FRANCHISE A u SECTION I. GENERAL INFORMATION FOR FRANCHISE AUTHORITY USE ONLY DATE 02/29/00 - 1. Community Unit Identification Number: CA0 4 9 9 2. Application for: ❑ Assignment of Franchise 0 Transfer of Control See Exhibit 1 3. FranchisingAuthority.City Of Seal Beach 4. Identify community where the system /franchise that is the subject of the assignment or transfer of control is located: Seal Beach 5. Date system was acquired or (for system's constructed by the transferor /assignor) the date on 1500 Market Street, 32nd Floor which service was provided to the first subscriber in the franchise area: No 1 Ong-e r applicable 6. Proposed effective date of closing of the transaction assigning or transferring ownership of the Telephone No. (include area code) system to transferee /assignee: As soon as possible 7. Attach as an Exhibit a schedule of any and all additional information or material filed with this application that is identified in the franchise as required to be provided to the franchising authority when requesting its approval of the type of transaction that is the subject of this application. PART I - TRANSFEROR /ASSIGNOR 1. Indicate the name, mailing address, and telephone number of the transferor /assignor. Exhibit N o N/A Legal name of Transferor /Assignor (if individual, list last name first) Comcast Cablevision Corporation of California Assumed name used for doing business (if any) Mailing street address or P.O. Box 1500 Market Street, 32nd Floor City State ZIP Code Telephone No. (include area code) Philadel hia PA 19102 (215) 665 -1500 2. (a) Attach as an Exhibit a copy of the contractor agreement that provides for the assignment or Exhibit No. transfer of control (including any exhibits or schedules thereto necessary in order to understand the 1 terms thereof). If there is only an oral agreement, reduce the terms to writing and attach. (Confidential trade, business, pricing or marketing information, or other information not otherwise publicly available, may be redacted). (b) Does the contract submitted in response to (a) above embody the full and complete agr an )� © Yes ❑ No between the transferor /assignor and the transferee /assignee? t If No, explain in an Exhibit. RECOVEO Exhibit No. QD MAR 9 1000 N/A N CITY CLERK �+ CITY OF SEALBEACH w S v FCC 394 (Page 1) ,i September 1996 PART II - TRANSFEREE /ASSIGNEE* 0 1. (a) Indicate the name, mailing address, and telephone number of the transferee /assignee. Legal name of Transferee /Assignee (if individual, list last name first) Manchester Cablevision, Inc. Assumed name used for doing business (if any) Mailing street address or P.O. Box 1 North Main Street City State ZIP Code Telephone No. (include area code) 1(814) Coudersport P 16915 274 -9830 (b) Indicate the name, mailing address, and telephone number of person to contact, if other than transferee /assignee. Name of contact person (list last name first) Randall D. Fisher, Es q. Firm or company name (if any) Adelphia Communications Corporation Mailing street address or P.O. Box 1 North Main Street City State IPA ZIP Code 116915 Telephone No. (include area code) Coudersport (814) 274 -9830 (c) Attach as an Exhibit the name, mailing address, and telephone number of each additional person Exhibit No. 1 who should be contacted, if any. 2 (d) Indicate the address where the system's records will be maintained. Street Address 1 North Main Street City State ZIP Code Coudersport PA 16915 2. Indicate on an attached exhibit any plans to change the current terms and conditions of service and operations of the system as a consequence of the transaction for which approval is sought. Exhibit No. 3 FCC 394 (Page 2) September 1996 SECTION II. TRANSFEREE'S /ASSIGSS LEGAL QUALIFICATIONS 1. Transferee /Assignee is: Corporation ❑ Limited Partnership ❑ General Partnership ❑ Individual • a. Jurisdiction of incorporation: d. Name and address of registered agent in New Jerseyjurisdiction: b. Date of incorporation: Corporation Service Company 06/01/70 830 Bear Tavern Road c. For profit or not - for - profit: Profit West Trenton, NJ 08628 a. Jurisdiction in which formed: c. Name and address of registered agent in jurisdiction: b. Date of formation: a. Jurisdiction whose laws govern formation: b. Date of formation: ❑ Other. Describe in an Exhibit. Exhibit No. 2. List the transferee /assignee, and, if the transferee /assignee is not a natural person, each of its officers, directors, stockholders beneficially holding more than 5% of the outstanding voting shares, general partners, and limited partners holding an equity interest of more than 5 %. Use only one column for each individual or entity. Attach additional pages if necessary. (Read carefully - the lettered items below refer to corresponding lines in the following table.) (a) Name, residence, occupation or principal business, and principal place of business. (If other than an individual, also show name, address and citizenship of natural person authorized to vote the voting securities of the applicant that it holds.) List the applicant first, officers, next, then directors and, thereafter, remaining stockholders and /or partners. (b) Citizenship. (c) Relationship to the transferee /assignee (e.g., officer, director, etc.). (d) Number of shares or nature of partnership interest. (e) N u m bar of votes. (f) Percentage of votes. Transferee is a wholly -owned subsidiary of Adelphia Communications Corporation ( "ACC "); information on Attachment is for ACC (a) (See Attachment) (b) (c) (d) (e) (f) FCC 394 (Page 3) September 1996 SECTION II - TRANSFEREE / ASSIGNEE - LEGAL QUALIFICATIONS (al lal (a) (a) (al Adelphia Communications Corporation John J. Riga s R.D. 1 Michael J. Rioas P.D. 1 Timothy J. Rioas R.O. 1 James P. Rioas Third Street Main at Water Street Coudersport. Pennsylvania 16915 Coudersport, PA, 16915 Coudersport, PA 16915 Coudersport, PA 16915 Coudersport, PA 16915 Grand Rapids, MI 49508 Chairman, CEO Chief Financial Officer Executive Vice President Executive Vice President President of Rapistan Demag Adelphia Communications Corp. Adelphia Communications Corp. Adelphia Communications Corp. Adelphia Communications Corp. Corporation Main at Water Street Main at Water Street Main at Ware, Street Main at Water Street 507 Plymouth Ave. Coudersport, Pennsylvania 16915 Coudersport, Pennsylvania 16915 Coudersport, Pennsylvania 16915 Coutlersport, Pennsylvania 16915 (bl Delaware Corporation to) United States Citizen Ibl United States Citizen (b) United States Citizens (b) United States Citizen (c) Not applicable (c) President /Director (c) Executive Vice President /Director (c) Executive Vice President /Director (c) Executive Vice President /Director Id) Not applicable (dl 1,006.353 Class A; 5,956,484 (d) 4.655,473 Class A; 3,875,166 Class of 4,655.473 Class A; 3.875,166 (d) 4,067,138 Class A; 2,821,742 (cl Director Class B; 171,486 Convertible Preferred B; 3,092,241 Convertible Preferred Class B; 3.092,241 Convertible Class B; 2,650,354 Convertible Preferred Preferred 1, 1 Not applicable let 60,742,679' (e) 46,499,374• (a) 46,499,374• let 34,934.912' If) Not applicable (f) 25.742% of votes If) 19.706% of votes ff) 19.706% of votes If) 14.805% of votes (a) (a) (a) (a) Daniel R. Milliard Peter J. Metros Dennis Coyle Perry S. Patterson Port Allegany Rd. 7283 Brooklyn Avenue, S.E. 405 Eagleton Cove 405 East Maple St. Coudersport. PA 16915 Grand Rapids, MI 49508 Palm Beach Gardens, FL 33418 Coutlersport, PA 16915 Senior Vice President /Secretary of President of Rapistan Demag General Counsel /Secretary of FPL Group, Inc. Attorney -at -Law Adelphia Communications Corp.: Corporation F.P&L Group Inc. 109 East Second St. President of Hyperion Telecommunications 507 Plymouth Ave. 700 Universe Blvd. Coudersport, PA 16915 Main at Water Street Grand Rapids, Michigan 49505 Juno Beach, Florida 33408 Coudersport. Pennsylvania 16915 Ibl United States Citizen lb) United States Citizen IN United States Citizen lb) United States Citizen fc) Senior Vice (cl Director (c) Director Ic) Director Presitlent /Secretary /Director (dl 1,000 (d) 500 Class A (dl 1000 Class A (d) 1,250 Class A let Not applicable (a) 500 (el 1000 id) 1,250 If) 0% If) Less than I% If) Less than I% If) Less than 1 % Each share of Class S stock entitled to 10 votes. a99374vl <iManage> - SECTION 11 to 394 -- Second Version.wpd • • 3. If the applicant is a corporation or a li partnership, is the transferee /assignee fornder the E] Yes ❑X No act laws of, or duly qualified to trans bu ess in, the State or other jurisdiction in which system operates? If the answer is No, explain in an Exhibit. Exhibit No. 4 4. Has the transferee /assignee had any interest in or in connection with an applicant which has been ❑ Yes ❑X No dismissed or denied by any franchise authority? If the answer is Yes, describe circumstances in an Exhibit. Exhibit No. N/A 5. Has an adverse finding been made or an adverse final action been taken by any court or ❑ Yes ❑X No administrative body with respect to the transferee /assignee in a civil, criminal or administrative proceeding, brought under the provisions of any law or regulation related to the following: any felony, revocation, suspension or involuntary transfer of any authorization (including cable franchises) to provide video programming services; mass media related antitrust or unfair competition, fraudulent statements to another government unit; or employment discrimination? If the answer is Yes, attach as an Exhibit a full description of the persons and matter(s) involved, Exhibit No. including an identification of any court or administrative body and any proceeding (by dates and file N/A numbers, if applicable), and the disposition of such proceeding. 6. Are there any documents, instruments, contracts or understandings relating to ownership or future ❑ Yes ❑X No ownership rights with respect to any attributable interest as described in Question 2 (including, but not limited to, non - voting stock interests, beneficial stock ownership interests, options, warrants, debentures)? Exhibit No. If Yes, provide particulars in an Exhibit. N/A 7. Do documents, instruments, agreements or understandings for the pledge of stock of the ❑ Yes ❑X No transferee /assignee, as security for loans or contractual performance, provide that: (a) voting rights will remain with the applicant, even in the event of default on the obligation; (b) in the event of default, there will be either a private or public sale of the stock; and (c) prior to the exercise of any ownership rights by a purchaser at a sale described in (b), any prior consent of the FCC and /or of the franchising authority, if required pursuant to federal, state or local law or pursuant to the terms of the franchise agreement will be obtained? If No, attach as an Exhibit a full explanation. Exhibit No. 5 SECTION III. TRANSFEREE'S /ASSIGNEE'S FINANCIAL QUALIFICATIONS 1. The transferee /assignee certifies that it has sufficient net liquid assets on hand or available from X❑ Yes ❑ No committed resources to consummate the transaction and operate the facilities for three months. 2. Attach as an Exhibit the most recent financial statements, prepared in accordance with generally Exhibit No. accepted accounting principles, including a balance sheet and income statement for at least one full 5 year, for the transferee /assignee or parent entity that has been prepared in the ordinary course of business, if any such financial statements are routinely prepared. Such statements, if not otherwise publicly available, may be marked CONFIDENTIAL and will be maintained as confidential by the franchise authority and its agents to the extent permissible under local law. SECTION IV. TRANSFEREE'S /ASSIGNEE'S TECHNICAL QUALIFICATIONS Set forth in an Exhibit a narrative account of the transferee's /assignee's technical qualifications, experience Exhibit No. and expertise regarding cable television systems, including, but not limited to, summary information about appropriate management personnel that will be involved in the system's management and operations. The transferee /assignee may, but need not, list a representative sample of cable systems currently or formerly owned or operated. FCC 394 (Page 4) September 1996 11 SECTION V - CERTIFICATIONS Part I - Transferor /Assignor 0 All the statements made in the application and attached exhibits are considered material representations, and all the Exhibits are a material part hereof and are incorporated herein as if set out in full in the application. Part II - Transferee /Assignee All the statements made in the application and attached Exhibits are considered material representations, and all the Exhibits are a material part hereof and are incorporated herein as if set out in full in the application. The transferee /assignee certifies that he /she: (a) Has a current copy of the FCC's Rules governing cable television systems. (b) Has a current copy of the franchise that is the subject of this application, and of any applicable state laws or local ordinances and related regulations. (c) Will use its best efforts to comply with the terms of the franchise and applicable state laws or local ordinances and related regulations, and to effect changes, as promptly as practicable, in the operation system, if any changes are necessary to cure any violations thereof or defaults thereunder presently in effect or ongoing. Signature I CERTIFY that the statements in this application are true, ` (� complete and correct to the best of my knowledge and belief and ` \ \\,J( \j are made in good faith. ✓ Ci V .t WILLFUL FALSE STATEMENTS MADE ON THIS FORM ARE Date Pnntrun name WILLFUL FALSE STATEMENTS MADE ON THIS FORM ARE 2/28 00 Print full name PUNISHABLE BY FINE AND /OR IMPRISONMENT. U.S. CODE, TITLE 18, SECTION 1001. SUanley .Wang Check appropriate classification: Individual a General Partner Corporate Officer (Indicate Title) Other. Explain: Executive Vice resident Part II - Transferee /Assignee All the statements made in the application and attached Exhibits are considered material representations, and all the Exhibits are a material part hereof and are incorporated herein as if set out in full in the application. The transferee /assignee certifies that he /she: (a) Has a current copy of the FCC's Rules governing cable television systems. (b) Has a current copy of the franchise that is the subject of this application, and of any applicable state laws or local ordinances and related regulations. (c) Will use its best efforts to comply with the terms of the franchise and applicable state laws or local ordinances and related regulations, and to effect changes, as promptly as practicable, in the operation system, if any changes are necessary to cure any violations thereof or defaults thereunder presently in effect or ongoing. FCC 394 (Page 5) September 1996 Signature I CERTIFY that the statements in this application are true, complete and correct to the best of my knowledge and belief and are made in good faith. Date WILLFUL FALSE STATEMENTS MADE ON THIS FORM ARE Pnntrun name PUNISHABLE BY FINE AND /OR IMPRISONMENT. U.S. CODE, TITLE 18, SECTION 1001. Check appropriate classification: 11 11 11 Individual General Partner Corporate Officer (indicate Title) Other. Explain: FCC 394 (Page 5) September 1996 SECTION V - CERTIFICATIONS Part I - Transferor /Assignor All the statements made in the application and attached exhibits are considered material representations, and all the Exhibits are a material part hereof and are incorporated herein as if set out in full in the application. Part II - Transferee /Assignee All the statements made in the application and attached Exhibits are considered material representations, and all the Exhibits are a material part hereof and are incorporated herein as if set out in full in the application. The transferee /assignee certifies that he /she: (a) Has a current copy of the FCC's Rules governing cable television systems. (b) Has a current copy of the franchise that is the subject of this application, and of any applicable state laws or local ordinances and related regulations. (c) Will use its best efforts to comply with the terms of the franchise and applicable state laws or local ordinances and related regulations, and to effect changes, as promptly as practicable, in the operation system, if any changes are necessary to cure any violations thereof or defaults thereunder presently in effect or ongoing. Signature 1 CERTIFY that the statements in this application are true, �}- complete and correct to the best of my knowledge and belief and are made in good faith. Date PUNISHABLE BY FINE AND /OR IMPRISONMENT. U.S. CODE, Date WILLFUL FALSE STATEMENTS MADE ON THIS FORM ARE Randall D. Fisher PUNISHABLE BY FINE AND /OR IMPRISONMENT. U.S. CODE, Print full name TITLE 18, SECTION 1001. Stanley Wang Check appropriate classification: Individual General Partner Corporate Officer Other. Explain: (Indicate Title) Executive Vice President Part II - Transferee /Assignee All the statements made in the application and attached Exhibits are considered material representations, and all the Exhibits are a material part hereof and are incorporated herein as if set out in full in the application. The transferee /assignee certifies that he /she: (a) Has a current copy of the FCC's Rules governing cable television systems. (b) Has a current copy of the franchise that is the subject of this application, and of any applicable state laws or local ordinances and related regulations. (c) Will use its best efforts to comply with the terms of the franchise and applicable state laws or local ordinances and related regulations, and to effect changes, as promptly as practicable, in the operation system, if any changes are necessary to cure any violations thereof or defaults thereunder presently in effect or ongoing. FCC 394 (Page 5) September 1996 Signature I CERTIFY that the statements in this application are true, complete and correct to the best of my knowledge and belief and �}- are made in good faith. WILLFUL FALSE STATEMENTS MADE ON THIS FORM ARE Date PUNISHABLE BY FINE AND /OR IMPRISONMENT. U.S. CODE, Print full name TITLE 18, SECTION 1001. Randall D. Fisher Check appropriate classification: Individual General Partner Corporate Officer Other. Explain: (Indicate Title) Vice President FCC 394 (Page 5) September 1996 0 0 SECTION V - CERTIFICATIONS Part I - Transferor /Assignor All the statements made in the application and attached exhibits are considered material representations, and all the Exhibits are a material part hereof and are incorporated herein as if set out in full in the application. Part II - Transferee /Assignee All the statements made in the application and attached Exhibits are considered material representations, and all the Exhibits are a material part hereof and are incorporated herein as if set out in full in the application. The transferee /assignee certifies that he /she: (a) Has a current copy of the FCC's Rules governing cable television systems. (b) Has a current copy of the franchise that is the subject of this application, and of any applicable state laws or local ordinances and related regulations. (c) Will use its best efforts to comply with the terms of the franchise and applicable state laws or local ordinances and related regulations, and to effect changes, as promptly as practicable, in the operation system, if any changes are necessary to cure any violations thereof or defaults thereunder presently in effect or ongoing. Signature I CERTIFY that the statements in this application are true, &JAi complete and correct to the best of my knowledge and belief and & are made in good faith. Date � A y L Oce PUNISHABLE BY FINE AND /OR IMPRISONMENT. U.S. CODE, Date WILLFUL FALSE STATEMENTS MADE ON THIS FORM ARE Randall D. Fisher PUNISHABLE BY FINE AND /OR IMPRISONMENT. U.S. CODE, Print full name TITLE 18, SECTION 1001. Stanley Wang Check appropriate classification: a Individual a General Partner Corporate Officer Other. Explain: (Indicate Title) Executive Vice President Part II - Transferee /Assignee All the statements made in the application and attached Exhibits are considered material representations, and all the Exhibits are a material part hereof and are incorporated herein as if set out in full in the application. The transferee /assignee certifies that he /she: (a) Has a current copy of the FCC's Rules governing cable television systems. (b) Has a current copy of the franchise that is the subject of this application, and of any applicable state laws or local ordinances and related regulations. (c) Will use its best efforts to comply with the terms of the franchise and applicable state laws or local ordinances and related regulations, and to effect changes, as promptly as practicable, in the operation system, if any changes are necessary to cure any violations thereof or defaults thereunder presently in effect or ongoing. FCC 394 (Page 5) September 1996 Signature I CERTIFY that the statements in this application are true, complete and correct to the best of my knowledge and belief and &JAi are made in good faith. & WILLFUL FALSE STATEMENTS MADE ON THIS FORM ARE Date � A y L Oce PUNISHABLE BY FINE AND /OR IMPRISONMENT. U.S. CODE, Print full name TITLE 18, SECTION 1001. Randall D. Fisher Check appropriate classification: Individual General Partner Corporate Officer a Other. Explain: (Indicate Title) Vice President FCC 394 (Page 5) September 1996 0 0 Exhibit 1 OVERVIEW OF PROPOSED TRANSACTION AND EXCHANGE AGREEMENT 115161.1 OVERVIEW OF PROPOSED TRANSACTION This Application seeks consent for the transfer of control of the Franchisee, from Comcast Cablevision Corporation of California ( "Comcast California ") to the Transferee, which is a wholly owned indirect subsidiary of Adelphia Communications Corporation ( "Adelphia "). Transfer of control of the Franchisee will occur pursuant to a two -stage transaction. First, an internal reorganization will occur among subsidiaries of Comcast Corporation ( "Comcast "), the ultimate parent company of the Franchisee. Second, and immediately after consummation of the internal reorganization, the Transferee will acquire all of the ownership interests in the Franchisee. BACKGROUND Comcast and Adelphia are parties to a Letter Agreement dated May 25, 1999 (the "Agreement "), under which the Transferee will obtain control of the cable television franchise operated by the Franchisee and its related assets in exchange for certain cable franchises and related assets owned by the Transferee. The Franchisee is a wholly owned subsidiary of Comcast California. During the pendency of this application, the Franchisee is being converted from a corporation to a limited liability company ( "LLC ") for tax considerations and pursuant to the provisions of Delaware and California law. Upon approval of this Application by the franchising authority, and subject to satisfaction of all other conditions of closing under the Agreement, Comcast California shall transfer the LLC interests in the Franchisee to the Transferee. Thereafter, Adelphia will have ultimate control of the Franchisee and its related assets. See attached diagrams. N U bA O y k W • • 0 U cd .S: a.+ 4-� O U N ..O N N bA i.r 'C 'C N r.+ c� b d" bA N U v] bq it ..r O x U O A U a� c� 0 U A r-+ ....+ b N r-+ ..r O b N N C O U U N N U N O cd vi N O O G. K a3 O .--4 U • • 0 U Li O O U Ca u. a� Q 0 b ai a� w H 0 4- V3 a� a� c U Gn a a Gn 40. Cd U 0 U U U 7 a� • i 0 0 COMCAST CORPORATION 1500 Market Street Philadelphia, PA 19102 May 25, 1999 Adelphia Communications Corporation Main at Water Street Coudersport, PA 16915 Ladies and Gentlemen: 1. Introduction. This letter agreement (the•" i,etter Agreement ") confirms our agreement with respect to certain transactions between Adelphia Communications Corporation ( "Adelphia ") and Comcast Corporation ( "Comcast "). This Letter Agreement will be binding when signed by both Adelphia and Comcast. 2. Exchange of Certain Cah(e Systems. On the Closing Date (as defined below), Comcast will transferor will cause its subsidiaries to transfer) to Adelphia (or its appropriate subsidiaries) the cable television systems described in Schedule A (the "Group A Systems ") excluding any long -term debt of such systems. In exchange therefor, on the Closing Date, Adelphia will transfer (or cause its subsidiaries or affiliates to transfer) to Comcast (or its appropriate subsidiaries) the cable television systems described in Schedule B (the "Group B Systems ", and together with the Group A Systems, the "Systems ") excluding any long -term debt of such systems. The foregoing transfers will be made by a transfer of the assets and liabilities (other than long -term debt) of the Systems. The parties intend that the foregoing transfers will qualify as tax -free exchanges of property pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended (the "Code "). As used in this Letter Agreement, the term "long -term debt" will include the current portion thereof. If the aggregate Adjusted Agreed Values (as defined below) of the Systems to be transferred by one party are less than the aggregate Adjusted Agreed Values of the Systems to be transferred by the other party, then the party transferring the Systems with the lower valuation shall on the Closing Date also transfer to the other party, at the election of the party making the transfer, any combination of (i) cash or (ii) other cable television systems (reasonably acceptable to the transferee and valued at their Adjusted Agreed Values), with an aggregate value equal to the difference. Adelphia Letter Agreement 4 0 0 3. Certain Matters Regarding the Systems. The parties agree to the following with respect to the Systems: (a) Any transfer of a System shall not include the transfer of any long -term debt. (b) Except as set forth in the applicable Schedule, each party represents that (a) such party (or its subsidiaries) owns as of the date hereof the percentage set forth on the applicable Schedule (and as of the Closing Date will own 100 %) of ownership interests in each System to be transferred by such party (or one of its subsidiaries), and as of the Closing Date will have the right to transfer to the other party (or its subsidiaries) 100% of the ownership interests in such System, subject only to Federal Communications Commission ("FCC "), franchising authority and other customary governmental and third -party consents and waiting periods, and (b) as of the date set forth on the applicable Schedule, each System to be transferred by such party (or one of its subsidiaries) has at least the number of subscribers (as customarily calculated by such party based on its books and records) set forth beside its name on the applicable Schedule. (c) Each party acknowledges that the Systems to be transferred to such party (or its subsidiaries) may be subject to certain programming and non - programming contracts entered into in the ordinary course of business, and such party (or its subsidiary, as applicable) agrees to be bound by, and subject to the obligations set forth in, such contracts with respect to such Systems. Each party represents that the Systems to be transferred by such party and its subsidiaries will not be subject to any contract with ServiceCo LLC, At Home Corporation, PowerLink or any other data service provider, or with any competitive local exchange carrier service provider, providing for the right to use the Systems' distribution plant, except that (i) one or more of the Group A Systems may be subject to use (which is non - exclusive) and maintenance (the costs of which are reimbursed) obligations with respect to facilities built prior to the Closing Date (but not any continuing build obligation) under facilities agreements with Teleport Communications Group Inc. and (ii) one or more of the Group B Systems may be subject to use (which is non - exclusive) and maintenance (the costs of which are reimbursed) obligations with respect to facilities built prior to the Closing Date (but not any continuing build obligations) under facilities agreements with Hyperion Telecommunications, Inc. (d) Each party shall indemnify the other party to the extent any System transferred to the other party (or its subsidiaries) has any liabilities as of the Closing Date other than those liabilities of such System that were specifically included in the applicable Closing Date Adjustment (as defined below); provided that, with respect to any liability so included in the applicable Closing Date Adjustment, if the actual amount of such 2 • liability exceeds the amount used to calculate the applicable Closing Date Adjustment, the transferring party shall indemnify the transferee against such excess amount. 4. Access to Information. From the date hereof until the Closing Date, each party (including its subsidiaries, the "'Transferring Party ") shall (or with respect to Systems owned by a third party as of the date hereof, will request such third party to) (i) give the other party (the "Inspecting Party "), its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records of the Systems to be transferred by the Transferring Party, (ii) famish to the Inspecting Party, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such persons may reasonably request with respect to such Systems and (iii) instruct the employees, counsel, financial advisors, auditors and other authorized representatives of the Transferring Party to cooperate reasonably with the Inspecting Party in its investigation of such Systems. Any investigation pursuant to this paragraph shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Transferring Party. No information or knowledge obtained by the Inspecting Party in any investigation pursuant to this paragraph shall affect or be deemed to modify any representation or warranty made by the Transferring Party hereunder or incorporated herein. Any information obtained by the Inspecting Party will be held in accordance with the terms of a customary confidentiality agreement. Each party agrees that the other party may disclose the financial information such other party receives hereunder in filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, to the extent such other party is required to do so under either such Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder. 5. Calculation of Purchase Price. For purposes of this Letter Agreement, the valuation (the "Agreed Value ") of each System will equal the fair market value of such System taking into account all relevant factors (but disregarding long -term debt, current liabilities and current assets). Comcast and Adelphia shall use their reasonable best efforts to agree on the Agreed Value for each System within 30 days of the date hereof. If the parties fail to so agree with respect to any given System, the Agreed Value of such System shall be determined by an independent appraisal. Such appraisal shall be conducted by two appraisers, one chosen by Adelphia and one chosen by Comcast. If the first two appraisals are within 10% of each other, the average of the two appraisals will be used. Otherwise, the first two appraisers will select a third appraiser, whose determination will be averaged with the appraisal closest to it and such average will be the Agreed Value for such System. Each such appraiser shall be a nationally recognized appraiser of cable television systems. The Agreed Value of each System shall be adjusted (as adjusted, the "Adjusted Agreed Value ") by increasing the Agreed Value by an amount equal to the amount of the current assets (other than inventory) of the System as of the 3 • • Closing Date and by decreasing the Agreed Value by an amount equal to the amount of the liabilities (which shall not include long -term debt) of the System as of the Closing Date (the "Closing Date Adjustment'). Such current assets and such liabilities will be determined in accordance with generally accepted accounting principles consistently applied to both parties. The Agreed Value and the Closing Date Adjustment for each System will be based on an estimate as of the Closing Date subject to a post - Closing Date true -up with interest at the prune rate of The Bank of New York from the Closing Date. The only liabilities that the transferee shall assume with respect to a System shall be those liabilities as of the Closing Date specifically included in the applicable Closing Date Adjustment. 6. Ordinary Course Operations. From the date hereof until the Closing Date, each party shall, and shall cause each of its subsidiaries to (or, in the case of Systems owned by a third party, use commercially reasonable efforts to cause such third party to) conduct the business of the Systems to be transferred by such party (or its subsidiaries) hereunder in the ordinary course consistent with past practice (including with respect to capital expenditures (which shall include the commencement and continuation of planned upgrades) and marketing expenditures) and shall use their reasonable best efforts to preserve intact their relationships with third parties. Without limiting the generality of the foregoing, from the date hereof until the Closing Date, without the prior written consent of the other party, each party shall not, nor shall it permit any of its subsidiaries to: (i) enter into any agreement with ServiceCo LLC or At Home Corporation to the extent it relates to any of the Systems to be transferred by such party; (ii) amend any agreement with ServiceCo LLC or At Home Corporation, to the extent it relates to any of the Systems to be transferred by such party, to extend its term from its existing termination date; or (iii) except with respect to agreements that are on arm's -length terms and entered into in the ordinary course of business, enter into, or amend, any material agreement with such party or its affiliates to the extent it relates to any of the Systems to be transferred by such party. 7. Definitive Agreements. Comcast and Adelphia agree to use their reasonable best efforts to complete definitive agreements with respect to the transaction described herein (which agreements will contain among other things customary representations (e.g. title, subscribers, absence of undisclosed liabilities, compliance with laws, material contracts, taxes, etc.) and indemnities). The parties agree to use their reasonable best efforts to complete such definitive agreements within 90 days of the date hereof. In the event such definitive agreements are not entered into in such time period, (i) this Letter Agreement shall, automatically and without any further act being required, be deemed to be the definitive documentation upon which such transactions will be consummated and to incorporate representations and warranties as to any cable television system being transferred and indemnities that are customary in transactions of this type and (ii) the parties will proceed promptly to obtain such consents and approvals as may be required to consummate the transactions. 4 0 0 8. Representations and Warranties of Adelphia. Adelphia represents and warrants to Comcast that: (a) Adelphia is a corporation duly organized, validly existing and in good standing under the laws of Delaware, and has full power and authority to execute, deliver and perform this Letter Agreement and the performance of Adelphia's obligations hereunder have been duly authorized by all necessary action (corporate or other) on the part of Adelphia; (b) this Letter Agreement has been duly executed and delivered by Adelphia and, assuming the due execution and delivery thereof by Comcast, is a valid and binding obligation of Adelphia, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and by general principles of equity; (c) except for limitations described in the Schedules relating to the absence of 100% ownership of any System, and except for compliance with the Securities Act of 1933, as amended (the "1933 Act "), the Securities Exchange Act of 1934, as amended (the "1934 Act') and the Hart- Scott- Rodino Antitrust Improvements Act of 1976, as amended (the " HSR Act ") and for customary FCC and franchising authority approvals, the execution and delivery of this Letter Agreement and the performance of Adelphia's obligations hereunder do not and will not (i) require any material consent, approval or authorization of, or any registration, qualification or filing with, any governmental agency or authority or any other person or (ii) conflict with or result in a material breach or violation of (A) any material agreement to which Adelphia or any of its subsidiaries is a party or (B) any applicable law or regulation; and (d) there is no material litigation, governmental or other proceeding, investigation or controversy pending or, to Adelphia's knowledge, threatened against Adelphia relating to the transactions contemplated by this Letter Agreement. 9. Representations and Warranties of Comcast. Comcast represents and warrants to Adelphia that: (a) Comcast is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania, and has full power and authority to execute, deliver and perform this Letter Agreement and the performance of Comcast's obligations hereunder have been duly authorized by all necessary action (corporate or other) on the part of Comcast; (b) this Letter Agreement has been duly executed and delivered by Comcast and, assuming the due execution and delivery thereof by Adelphia, is a valid and binding obligation of Comcast, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and by general principles of equity; (c) except for limitations described in the Schedules relating to the absence of 100% ownership of any System, and except for compliance with the 1933 Act, the 1934 Act and the HSR Act and for customary FCC and franchising authority approvals, the execution and delivery of this Letter Agreement and the performance of Comcast's obligations hereunder do not and will not (i) require any material consent, approval or authorization of, or any registration, qualification or filing with, any governmental agency or authority or any other person or (ii) conflict with or result in a material breach or violation of (A) any material agreement to which Comcast or any of its 5 • • subsidiaries is a party or (B) any applicable law or regulation; and (d) there is no material litigation, governmental or other proceeding, investigation or controversy pending or, to Comcast's knowledge, threatened against Comcast relating to the transactions contemplated by this Letter Agreement. 10. Conditions. The obligation of each party to consummate the transaction contemplated by paragraph 2 (the "Transaction ") is subject to satisfaction of the following conditions: (a) any applicable waiting period under the HSR Act relating to the Transaction shall have expired or been terminated; (b) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit consummation of the Transaction; (c) the representations and warranties of the other party contained in this Letter Agreement (including by operation of paragraph 7(i)) and any definitive agreement with respect to the Transaction shall be true at and as of the Closing Date as if made at and as of such time, with only such exceptions (including as set forth in disclosure schedules) as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Systems to be transferred to such party taken as a whole or on such Transaction, and such party shall have received a certificate signed by an officer of the other party to the foregoing effect; and (d) receipt of (i) franchise consents to such Transaction in respect of Systems to be transferred to such party (or its subsidiaries) representing at least 90% of the subscribers of such Systems, (ii) all material FCC consents for the Transaction in respect of the Systems to be transferred to such party (or its subsidiaries) and (iii) all other required approvals and consents in respect of the Systems to be transferred to such party (or its subsidiaries) except to the extent that the failure to obtain or receive any such item referred to in this subclause (iii) would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Systems to be transferred to such party (or its subsidiaries), taken as a whole or on the Transaction. The term "Closing Date" shall mean the date that is five business days after the date upon which the conditions in this paragraph 10 have been satisfied or waived (or such later date as agreed by the parties). If one or more of the foregoing conditions cannot be satisfied because of the inclusion of one or more given Systems in the Transaction, but could be satisfied if other cable television systems were substituted therefor, then the applicable transferring party will substitute for such System or Systems another system or systems with :1 approximately the same number of subscribers that is reasonably acceptable to the transferee party. 11. Fees and Expenses. All costs and expenses (including transfer taxes) incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses except as otherwise provided for herein. All filing fees under the HSR Act will be divided evenly between the parties. 12. Cooperation. The parties will cooperate in good faith to structure, in a manner consistent with this Letter Agreement, the transactions set forth herein to minimize any adverse tax effect on the parties, including without limitation by identifying the entities that will be party to each transfer contemplated by paragraph 2 so as to minimize the taxes resulting from each exchange. 13. Governing Law. This letter shall be governed by and construed in accordance with the substantive law of the State of New York. 14. Binding Obligation; Reasonable Best Efforts. It is understood that this Letter Agreement constitutes a legally binding obligation of the parties hereto. The parties agree to use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary to consummate the transactions contemplated by this Letter Agreement. 15. Specific Performance. The parties hereto agree that irreparable damage would occur if any provision of this Letter Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Letter Agreement or to enforce specifically the performance of the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity. 16. Counterparts; Effectiveness. This Letter Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Letter Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other party hereto. 17. Entire Agreement; Severability. This Letter Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter of this Letter Agreement. No representation, inducement, promise, understanding, condition or warranty not made or incorporated herein has been made or relied upon by either party hereto. In case any one or more of the provisions or part of a provision contained in this Letter Agreement shall for any reason be held to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall be deemed not 7 n U 0 to affect any other provision or part of a provision of this Letter Agreement, but the Letter Agreement shall be reformed and construed as if such provision or part of a provision held to be invalid, illegal or unenforceable had never been contained herein and such provision or part reformed so that it would be valid, legal and enforceable. E:3 18. Notices. All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission) and shall be given, if to Comcast, to: 1500 Market Street Philadelphia, Pennsylvania 191024735 Attention: General Counsel Fax: (215) 981 -7779 With a copy to: Davis Polk & Wardwell 450 Lexington Avenue New York, New York 10017 Attention: William L. Taylor, Esq. Fax: (212) 450 -4800 if to Adelphia, to: Main at Water Street Coudersport, PA 16915 Attention: James M. Kane Fax: (814) 274 -7098 With a copy to: Adelphia Communications Corporation Main at Water Street Coudersport, PA 16915 Attention: Colin Higgin, Esq. Fax: (814) 274 -6586 And Buchanan Ingersoll Professional Corporation One Oxford Centre 301 Grant Street 20" Floor Pittsburgh, PA 15219 Attention: Bruce I. Booken Fax: (412) 562 -1041 L•� U • All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5 p.m. in the place of receipt and such day is a business day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding business day in the place of receipt. 19. Joint Press Release. Promptly after the execution of this Letter Agreement, the parties will issue a joint press release mutually acceptable to the parties. 10 • • Please confirm your agreement with the foregoing by signing and returning a copy of this Letter Agreement to the undersigned. Very truly yours, COMCAS C RPO 0�' By: Name: Title: //0 Accepted and Agreed as of the date first above written: ADELPHIA COMMUNICATIONS CORPORATION By: Name. ��;,r4y Title: G' Schedule A Croup A Systems to be 'Transferred to Adelphia from Comcast ...................................................................................................... ............................... ..................................... ............................._. Number of % of System Directly or € System Name Subscribers Indirectly Owned by As of April 30,1999 Comcast ........................................... ............................... _ _._.._........... ........._..................... _ ....._............._._..._....... ............................... Orange County, CA 98,379 100% }_ ....................._................. ............................... ................................... ................................_...... .............. .. q ............................ .._ ........................... ......... .. Inland Empire, CA .......... ............................... 99,714 ------------ .--- .. 100% 3..................... ......... _. ................................. ...... Simi Valley, CA 30,350 100% ................_.._....._................... ..............................� ..................................: ........................ ;................................_......... ................................ `:. Palm Beach County, FL ............................................................................................................................................... 105,983 100% ............................... _ ............................... _........: 12 11 • Schedule B Group B Systems to be Transferred to Comcast from Adelphia 1 Adelphia will use its reasonable best efforts to transfer a 100% ownership interest in this System on the Closing Date. To the extent Adelphia is not able to so transfer a 100% ownership interest on the Closing Date, Adelphia will substitute for such System another system or systems with approximately the same number of subscribers that is reasonably acceptable to Comcast. Z Adelphia manages this System as of the date hereof. The Agreed Value of this System will be based on the percentage ownership of this System actually transferred to Comcast on the Closing Date. 13 Number of % of System Directly or System Name Subscribers Indirectly Owned by Adelphia As of March 31 1999 Adelphia Toms River NJ 106,295 100% Adelphia Philadelphia • Broomall/Lansdale 56,807 100% • Montgomery County 17,089 100% • Radnor 7,784 100% Harron Philadel hia 44,447 0 Ft. Myers, FL 54 273 100% Gateway Ft. Myers, FL 1,499 50/6 Frontiervision Ft. Wayne • Van Wert 3,898 0' • Paulding 1,144 0' Century Ft. Wayne C Huntington 4,981 0' Century Muncie Indiana 32,949 0' Century Albuquerque/Sante Fe, NM • Silver City 5,789 0' • Pecos/Las Vegas 4,722 0' • Los Alamos 4,636 0' • Deming/Hatch 4,293 Of • Taos 3,559 0' • Lovington 1,935 0' • Enchanted 1,001 0' Century Amarillo, TX • Portales 2,529 0' • Tucumcari 1,785 0' 1 Adelphia will use its reasonable best efforts to transfer a 100% ownership interest in this System on the Closing Date. To the extent Adelphia is not able to so transfer a 100% ownership interest on the Closing Date, Adelphia will substitute for such System another system or systems with approximately the same number of subscribers that is reasonably acceptable to Comcast. Z Adelphia manages this System as of the date hereof. The Agreed Value of this System will be based on the percentage ownership of this System actually transferred to Comcast on the Closing Date. 13 • • Exhibit 2 Stuart F. Feldstein, Esq. Fleischman and Walsh, L.L.P. 1400 Sixteenth Street, N.W. Washington, D.C. 20036 (202) 939 -7900 115161.1 0 ]Exhibit 3 is Adelphia does not currently have any plans to change the service and operations of the system as a consequence of this transaction. However, Adelphia may, after it has an opportunity to familiarize itself with the system's operations, determine that such changes are desirable or necessary. 115161.1 0 • Exhibit 4 While Transferee is not currently qualified to transact business in the State in which the system operates, Transferee will be so qualified prior to the closing of the proposed transaction. 115161.1 • Exhibit 5 • The answer is in the negative because there are no documents, instruments, agreements or understandings for the pledge of Adelphia stock, or the stock of its subsidiaries, as security for loans or contractual performance. 115161.1 0 6 Exhibit 6 The most recent Form 10 -K of Adelphia Communications Corporation is attached hereto. It contains the most recent audited financial statements. The most recent Form 10 -Q is also attached. In addition, Adelphia's Form 8 -K is attached regarding the 1999 acquisitions of FrontierVision Partners, L.P., Century Communications Corporation, and Harron Communications Corporation.