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HomeMy WebLinkAbout1998-263 RESOLUTION NO. 98-263 RESOLUTION OF THE CITY OF SAN BERNARDINO APPROVING THE TRANSFER OF CABLE TELEVISION FRANCHISE FROM THE MARKS PARTNERS, L.P. TO AMERICAN CABLE ENTERTAINMENT COMPANY, L.L.C. 4 WHEREAS, the Marks Partners, L.P., a Delaware limited partnership ["Seller"] is a duly 5 authorized holder of a franchise authorizing the operation and maintenance of a cable system 6 within the City of San Bernardino pursuant to the City of San Bernardino's Ordinances No. MC- 7 2395, as amended, and an assignment dated August 30, 1993, and Resolution 93-383 ["the 8 Franchise"]; and, 9 WHEREAS, Seller and American Cable Entertainment Company, L.L.c., a Delaware 10 limited liability company ["purchaser"] are parties to that certain Asset Purchase and Sale II Agreement dated May 1998 ["the Agreement"] wherein Seller and Purchaser agree that 12 Purchaser will acquire all of the assets used in the ownership and operation of the cable 13 television system; and, 14 WHEREAS, the Agreement provides that Purchaser has the right to assign all of its right, 15 title and interest in the Agreement to American Cable Entertainment Company, L.L.c. 16 ["A.C.E.C"] a Delaware limited liability company; and, 17 WHEREAS, A.C.E.C. desires to acquire from Seller all the rights and privileges of the 18 Franchise and assume all ofthe obligations of Seller under the Franchise accruing from the date 19 of closing under the Agreement; and, 20 WHEREAS, the Franchise, as amended in 1968, authorizes the transfer and assignment 21 of the Franchise by Seller, provided that the net worth of Purchaser at the time of such transfer is 22 not less than $250,000.00 (adjusted to include increases in the Cost of Living Index for Southern 23 California over the then current Cost of Living Index), as shown by a statement of net worth 24 certified to by a licensed certified public accountant; and, 25 WHEREAS, the City has received such evidence of financial responsibility submitted by 26 the Purchaser and its affiliates and has found that Purchaser and its affiliates have the financial 27 managerial ability to operate the system in a proper manner; and, 28 WHEREAS, Seller, and Purchaser, have jointly submitted to the City Council of the City Resolution {Marks to American Cable Trans)(Marks.RcsJ 1 98-263 I RESOLUTION OF THE CITY OF SAN BERNARDINO APPROVING THE TRANSFER OF CABLE TELEVISION FRANCHISE FROM THE MARKS PARTNERS, L.P. 2 TO AMERICAN CABLE ENTERTAINMENT COMPANY, L.L.C. 3 an application on Federal Communication Commission Form 394 for consent to the transfer and 4 such other information concerning the transfer as is required by applicable law and the Franchise 5 and as has been requested by the City Council; and, 6 WHEREAS, the purchaser has agreed, by letter (a copy of which is attached hereto as 7 Exhibit "A" and incorporated herein) in response to the City's request, to upgrade the existing 8 system to 750MHz capacity and to activate the reverse path for 2-way communications 9 capability, and upon completion of that upgrade, will add new products including digital tiers 10 and high speed data services to the service being offered to the City; and, II WHEREAS, the Purchaser has further agreed by letter (a copy of which is attached hereto 12 as Exhibit "B" and incorporated herein) to abide by any previous Agreement between the City 13 and Seller including, but not limited to, the franchise ordinances and any attachments or 14 amendments thereto, which concludes the Judgment and Settlement Agreement in the case of 15 City of San Bernardino v. Liberty TV Cable. Inc.. Case No. 82-6876 WMB (Gx), U.S. District 16 Court, Central District of California; and, 17 WHEREAS, Seller has requested the approval of the City for the transfer and assignment 18 of the Franchise by the Seller to the Purchaser; 19 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF 20 SAN BERNARDINO AS FOLLOWS: 21 SECTION 1. The Mayor and Common Council of the City of San Bernardino hereby 22 approve the assignment of the Franchise and related assets of the cable television system by 23 Seller to the Purchaser. 24 SECTION 2. The Mayor and Common Council hereby affirm that: (a) the Franchise was 25 properly granted; (b) the Franchise is in full force and effect; (c) the Franchise is scheduled to 26 expire on December 31,2003; and (d) to the City's knowledge there exists no fact or 27 circumstance which constitutes or which, with the passage of time or giving of notice or both, 28 would constitute a default under the Franchise or will entitle the City to cancel or terminate thc Resolution (Marks to American Cable Trans)[Marks.ResJ 2 98-263 I RESOLUTION OF THE CITY OF SAN BERNARDINO APPROVING THE TRANSFER OF CABLE TELEVISION FRANCHISE FROM THE MARKS PARTNERS, L.P. 2 TO AMERICAN CABLE ENTERTAINMENT COMPANY, L.L.C. 3 rights thereunder, except upon the expiration of the full term thereof. 4 SECTION 3. The authorization of the transfer and assignment of the franchise from 5 Seller to the Purchaser is expressly conditioned upon, and shall be deemed effective upon, the 6 consummation of the sale to the Purchaser of the Franchise and related assets and the closing of 7 the transactions under the Agreement. 8 1 HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor and 9 Common Council of the City of San Bernardino at a regular meeting thereof, held on 10 the 8th Day of September ,1998, by the following vote, to wit: 11 Council Members: 12 ESTRADA 13 LIEN 14 ARIAS 15 SCHNITZ 16 DEVLIN 17 ANDERSON 18 MILLER 19 AYES NAYS ABSTAIN ABSENT x x x - x x ~ ~ -- ~ b.~ 20 1998. 21 The foregoing resolution is hereby approved this 22 ./ 23 24 Approved as to 25 form and legal content: 26 JAMES F. PENMAN City Attorney 27 L 28 By: ,1-. k~..-..... (j v Resolution (Marks to American Cable Trans)[Marks.Res] 3 98-263 Exhibit A Amencan Cable ENTERTAINMENT July 20, 1998 Mr. Frank S. KeIler Cable Television Manager City of San Bernardino 201 North E Street, Suite 105 San Bernardino, CA 92401-1507 Dear Frank: Thank you for allowing me to join Tim Kelley and Kevin Burns at your Cable Television Commission meeting on July 14. I appreciated the opportunity to meet you and the Commission members, and the opportunity to introduce my company and to discuss our plans for serving the City with you. I want to confirm what I said to the Commission about our plans. We intend to upgrade the existing system to 750 MHz capacity and to activate the reverse path for two way communications capability. Upon completion of this upgrade, we intend to add new products, including digital tiers and high speed data services, to our service offerings. As soon as possible after closing, we will enter into negotiations with the City of Rancho Cucamonga for an extension of that franchise, which is currently scheduled to expire in 2000. We will begin the upgrade after obtaining that extension and we anticipate that upgrade wiIl take 18 months or so to complete. Weare not seeking any further extension of the City of San Bernardino's franchise at this time. We are excited about becoming the successor to Marks Cablevision in serving the City. I hope our plans to upgrade the system and introduce new services will serve as evidence of our intent to be forward thinking in our approach to services and a good corporate citizen. My thanks again to you and the Commission for your time. The next time I am in the city I would enjoy a tour of your studio. I am looking forward to working with you. Sincerely, cc: Tim Kelley Four Landmark Square, Suite 302, Stamford, Connecticut 06901 Phone: (203) 323-1100 . Fax: (203) 325-3110 98-263 ./ Exhibit 8 August 19, 1998 .-/... 'Amencan Cable ENTERTAINMENT BY FACSIMILE (909) 384.5580 City of San Bernardino Attn: Mr. Frank Keller Finance Department 300 North D Street, Suite 400 San Bernardino, CA 92418 Re: City of San Bernardino, CA Cable Television Franchise Ladies and Gentlemen, As you know, American Cable Entertainment Company, LLC, a Delaware limited liability com- pany ("ACEC"), has entered imo an asset purchase agreement with DCA Cablcvision and The Marks Partners, L.P. (collectively, "DCAlMarks") providing for ACEC's acquisition of the DCAI Marks cable television system (the "System") serving the City of San Bernardino, California (the "City"), and in connection therewith ACEC and DCAlMarks have requested the City's consent to the foregoing transaction and to DCAlMark's assignment and transter to ACEC of that certain cable television franchise set forth in the City of San Oernardino's Ordinance No. 2395 approved November 21, 1961 (as supplemented and amended to the date hereof by those documents itemized on Schedule A hereto, the "Franchise"). Per the request of the City as communicated to ACEC by Frank Keller of the City's Finance De- partment, ACEC hereby contirms that it will accept and assume the Franchise on, and will abide by all of the terms and conditions of the Franchise from and after, that date on which ACEC consummates its acquisition of the System from DCAlMarks. We look fOlWard to serving the City and its residents in the years ahead, both as a provider of telecommunications services and as ,8 good corporate citizen and member of the community. Very truly yours, AMERICAN CABLE ENTERTAINMENT :6~ Bruce A. Arm on President and CEO cc: Day L. Patterson Tim Kelley FOllrLandmark Square, Suite 302, Stamford. Connecticut 06901 Phone: (203) 323-1100. Fax: (203) 325-3110 ZO.d SOO'ON LZ:~ 86.61 9n~ Oll~-SZ~-~OZ:aI 98-263 . ~ - SCHEDUU: A CITY OF SAN BERNARDINO, CALIFORNIA CASU: TIi:LF.VISION FRANCHISE DOCUMENTS The following documentation constitutes the City of San Bernardino's cable television franchise: . - Ordinance NO 2395 approved November 21, 1961; Ordinance No 2946lipproved October 6, 1968 (amending Section 9); Ordinance No 2947 approved October 6, 1968 (amending Section 3); Ordinance No 3793 approved December 20, 1978 (amending Sections 4 and 17) Final Jl1dament of the U.S. District Court, Central District of California, No. 82-6876 WMB (Ox), entered February 29, 1984, in the ease of City o/Sall Bernardino v. Liberty r. v. Cable, Inc. Resolution No 93-383 approved October 6, 1993, approving the assignment of the franchise by and from Chambers Cable of Southern California, Inc. to Marks. .. , . ,~-,'.;."' f;., . ,,\ ~.;. '-' , . -- ~O'd SOO'ON 8Z:~ 86.61 9ntJ on~-sz~-~oz:aI SEP-02-98 15:08 From:SB CITY ATTORNEY 9093845238 H2! P 02/02 Job-III 98-263 Amen Cable ENTERTAINMENT August II, 1998 BY FAr.~IMII E (909) 384.5580 City of San Bernardino Altn: Mr. Frank Keller Finance Department 300 North D Street, Suite 400 San Bernardino, CA 92418 Re: American Cable Entertainment Company, LtC Confirmation of Minimum Asset Valuation for r.itv nf~Bn Remardinn CA Dear Sir Qr Madam: The undersigned is a certified public accountant licensed by New York Slate and is employed by American Cable Entertainment CompllllY, LLC, a Delaware limited liability company ("ACEC"), as ACECs Director of Income Taxes, in which capacity the undersigncd is familiar with ACEC's financial books and reeords. Per the request of the City of San Bernardino, California as eonlmunicated to ACEC by Frank Keller of the City's Finance Department, the undersigned hereby confirms that, at the dale hereof, the book value of ACEC's tangible assets exceeds $250,000 9,yery truly yours, ('At C~ It {I f/l acob O. Meyer, C~ cc: Bruce A. Armstrong Tim Kelley Four Landmark Square, Suit.. 302, Stamford. Connecticut 06M1 Phone: (203) 323- t 100 . Fax: (203) 325-3110 ~O'd SOO'ON lS:~ 86... ~n~ O.l~-SG~-~OG:aI 98-263 ~. Amencan Cable 1 IENTERTAlNMENT July 20, 1998 Mr. Frank S. Keller Cable Television Manager City of San Bernardino 201 North E Street, Suite 105 San Bernardino, CA 92401-1507 Dear Frank: Thank you for allowing me to join Tim Kelley and Kevin Burns at your Cable Television Commission meeting on July 14. I appreciated the opportunity to meet you and the Commission members, and the opportunity to introduce my company and to discuss our plans for serving the City with you. I want to confirm what I said to the Commission about our plans. We intend to upgrade the existing system to 750 MHz capacity and to activate the reverse path for two way communications capability. Upon completion of this upgrade, we intend to add new products, including digital tiers and high speed data services, to our service offerings. As soon as possible after closing, we will enter into negotiations with the City of Rancho Cucamonga for an extension of that franchise, which is currently scheduled to expire in 2000. We will begin the upgrade after obtaining that extension and we anticipate that upgrade will take 18 months or so to complete. We are not seeking any further extension of the City of San Bernardino's franchise at this time. We are excited about becoming the successor to Marks Cablevision in serving the City. I hope our plans to upgrade the system and introduce new services will serve as evidence of our intent to be forward thinking in our approach to services and a good corporate citizen. My thanks again to you and the Commission for your time. The next time I am in the city I would enjoy a tour of your studio. I am looking forward to working with you. Sincerely, Bruce A. Armst n President & CEO cc: Tim Kelley Four Landmark Square, Suite 302, Stamford, Connecticut 06901 Phone: (203) 323-1100 . Fax: (203) 325-3110 98-263 August 19, 1998 ~M;;kj;;J BY FACSIMILE (909) 384.5580 City of San Bernardino Attn: Mr. Frank Keller Finance Department 300 North D Street, Suite 400 San Bernardino, CA 92418 Re: City of San Bernardino, CA Cable Television Franchise Ladies and Gentlemen, As you know, Anlerican Cable Entertainment Company. LLC, a Delaware limited liability com- pany ("ACEC"), has entered into an asset purchase agreement with DCA Cablevision and The Marks Partners, L.P. (collectively, "DCAlMarks") providing for ACEC's acquisition of the DCAI Marks cable television system (the "System") serving the City of San Bernardino, California (the "City"), and in conncction therewith ACEC and DCNMarks have requested the City's consent to the foregoing transaction and to DCAlMark's assignment and transler to ACEC of that certain cable television franchise set forth in the City of San Bernardino's Ordinance No 2395 approved November 21, 1961 (as supplemented and amended to the date hereof by those documents itemized on Schedule A hereto, the "Franchise"). Per the request oflhe City as communicated to ACEC by Frank Keller of the City's Finance De- partment, ACEC hereby contirms that it will accept and assume the Franchise on. and will abide by all of the terms and conditions of the Franchise from and after, that date on which ACEC consummates its acquisition of the System from DCAlMarks We look forward to serving the City and its residents in the years ahead. both as a provider of telecommunications services and as a good corporate citizen and member of the community. Very truly yours, AMERICAN CABLE ENTERTAINMENT COMPANY, LLC B}: Bruce A. Arm ron President and CEO cc: Day L. Patterson Tim Kelley Four Landmark Square, Suite 302, Stamford, Connecticut 06901 Phone- (203) 323-1100. Fax: (203) 325-3110 GO"d SOO'oN LG:~ 86.6I 9n~ OII~-SG~-~OG:aI 98-263 SCHEDUU: ^ CITY OF SAN BERNARDINO, CALIFORNIA CABLE n:U:VISION FRANCHISE DOCUMENTS The following documentation constitutes the City of San Bernardino's cable television franchise: Ordinance No 2395 approved November 21, 1961; Ordinance No 2946 approved October 6, 1968 (amending Section 9); Ordinance No. 2947 approved October 6, 1968 (amcnding Section 3); Ordinance No 3793 approved December 20, 1978 (amending Sections 4 and 17) Final Judument of the US. District Court, Central District of California, No. 82-6876 WMB (Ox), entered February 29, 1984, in the ease of City o/San Bernardino v. Liberty T. V. Cable, inc. Resolution No 93-383 approved October 6, 1993, approving the assignmcnt of the franchise by and from Chambers Cable of Southcrn California, Inc. to Marks ~O'd SOO'ON 8G:~ 86.6, 9ntJ OTT~-SG~-~OG: or rY.u.I.............oJ.- .~...- FCC 394 ~TJ ~O.,.'J'I.."'" 98-263 APPLICATION FOR FRANCHISE AUTHORITY CONSENT TO ASSIGNMENT OR TRANSFER OF CONTROL OF CABLE TelEVISION FRANCHISE FOR FRANCHISE AUTHORITY USE ONLY SECTION J. GENERAL INFORMATION DAn July 20, 1998 1. Community Unit Identification Numb~r: SEE EXHIBIT A 2. Application (or: [] Assignment of FrJnchise o Trans(er o( Control J. Franchising authority: SEE EXHIBIT A . 4. InenJ.iCy community where the system/franchise that is the subject of the assignmeflt or transler of control is Io<:ated: SEE EXHIBIT A S. Date s't~tem was acduired or (fOT system's constructed b'h the transleror/assignor) the date on which service was provi ffl to the first subscriber in the franc ise are3: - Januarv 28r 1994 6. Proposed effective dale of closing of the transaction assigning or translerring o\AlT'lership of the system to transfereeJassign~: 1998 7. Att.1ch as an Exhibil a schedule o( any and all additional in(ormalion or material (iled with thi. application that is identified in the franchise as required to be provided to the franchising .authority \\'hen requesting its approval of the type of transaction th3t is the subject of !.his apprication. ExhLbit No. N.A. PART 1- TRANSFEROR/ASSIGNOR nd' h T dd d I h b (h 1. I lcate t e name mal In'\! a ress an te ennone nurn er 0 t e trans eror aSSI2:nor. Le-gal name of Transferor/Assignor Ofindividual, list last name first) DCA Cablevision Assumed name used (or doing business (i( any) MARKS Cablevision Ma.ning 51r""t address or P.O. Box 2l Custom House Street, Jf740 Oty I Slate I ZIP Code I Tele;>~ No. (Include aru code) Boston MA 20110 (617)737-8100 2.(a) Attach as an Exhibit a copy of th~ contract or agr""~nt that provides for the assignment or transfer of conlrol (Including any exhibits or schedules thereto ne<:essary in order to undemand the terms thereoO. If ther~ is only an oral agr.-ment, reduce the terms to writing and attach. (Confidential trade, business, pricing or marketing In(ormation, or other information not olherw-ise publicly available, may be redacted). (bl Doe. the conlract submilled in responS<! to (al above embody the (ull and complete agr.-ment between the transferor/assignor and the transferee!assign~J Exn iba No. B o Yo IiU No If No, explain in an Exhibit. Exhibit No. C FCC 3" Cdober 1") PART 1/. TRANSFEREfJASS1GNEE 98-263 1. lndic.J.te the name mJifin address and tele hone num~r of the transfereelassi n~. leg.u n>.me 01 Tran,lere<lAs,ignee (<I Individual, IIsllast name first) American Cable Entertainment Company, Assumed n.lme used (or doing business (if .u1y) LLC American Cable Entertainment Mailing street addre.s, or P.O. 80. Four Landmark Square, Suite 302 Slale ZIP Cod. Gty Stamford CT 06901 Telephone No. (<ndude area code) (203)323-1100 (b) Indicate the name rnailin address and tele N.ame of contact perSQn Oist last name first) hone number of erson to contact if other than transfereelassi net!!. Patterson, Day L. Sr. Vice President - General Counsel Finn or company name (if any) American Cable Entertainment .\t1iling strcet address or P.O. Box Cily Stamford Four Landmark Square, Suite 302 Slate ZIP Code CT 06901 (c) Attach as an Exhibit the name, mailing address, and telephone number of each additional person who should b. contacted, ilany. Exhibit No. N.A, (d) Indicate tl1e address where the system's records will be mainlained. Slr<<t address Four Landmark Square, Suite 302 Gty Stamford Sta.te ZIP Code CT 06901 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 N~ N.A. FCC ),.. (?J.&~ 2J o..-tobcr,,,,J .. ..-..... -..-- _.. --. -. .--.. ............ ""(,.... .......-.. '''''''' 98-263 911:-~.ihsfe;-w,lj"g~ Is: o Corporation .. Jurisdiction of lncorpora.tion: d. .N.l:m~ and a.ddress of registered .lgent in JUrisdiction: b. Date of Incorpor.ltJoo: c. For profit or not.(or-profit o timi1ed Partner;hip a. Jurisdiction in which formed: c. Name .nd address of registered agent in jurisdiction: b. Date o( (ormation: .1 o General Partnership a: Jurisdiction whose laws govern formation: b. Date of (ormation: o Individual ~ Other. Describe in an Exhibit. Exhibit No. . D 2. List the transferee/assignee, and, if the transferee/assignee is not ~ natural person, each of its officers, direclors, stockholders beneficially holding more than 5% of the outstanding votin~ shar"", general partners, and limited partners holding an equity interest of more than 5%. Use only one column (or each ,ndividual or entity. Attach addiliolkll pages if necessary. (ReAd carefully - the leUered items below refer to corresponding lin"" in the following table.) (a) Name, residence, occupation or principal business, and princip.al place or 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 tl>< 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, elc.l. (d) Number of shares or nature of partnersihp inlere>t. (el Number olvotes. <0 Percentage of votes. W See Exhibit E (b) See Exhibit E (el See Exhibit E (d) See Exhibit E (e) See Exhibit E (0 See Exhibit E FCC 3H (11"n October 1"3 . . .- _. c' . _.. d_......___..I)"...'" .~"......'" _,.....,....,; UW1 Of, or duly qualified to tnn~ct busIness tn, the SLtte or other Jurisdiction In which !he synem op<rJt<<1 98-2631,L . N I' I Ute ..nswer IS 0, up ..10 in ..n Exhibit. ..... HJS the lrans(erce!assigne-e had any Interest in or tn con~tion with an applic.ation which has b~n di;mi,sed or denie<l by any Ir>n<hise au1horityl If !.he .3.nswer is Yes, describe circumstances In an ExhibiL So Ha.s an adver", linding .o..,n made or an adverse linal action been LlXen by any court or .administrative body with respect to the transferee!assignC'e in .1 civilr criminal or adminisirative proc~ing. brought under the provisions o( any law or r"1;ulation re ale<l to the lollowing: any felony; revo.c.ation, suspension or involuntary transfer of any authorization (including cable franchises) to provide video programming services; ma.ss media related antHrust or unfair competition; (radulcnt statements to another governmental unit; or employment disct.imina{jonl If the ansv."er is Ye-s, attach as an Exhibit a full description of the persons and matter(s) involved, including an identification 01 any court or administrative body and any procee-ding (by dates and file numbers, if applicable), and the disposition of such proce-eding. 6 Are there any documents, inrtrumcnts, contracts or understandings relating to ownership or future ownership rights with respect to any attributable interest as described in Question 2 (including, but not limited to, non-voting stock interc-sts, beneficial stock o\Afllership inlerests, options, warrants, deb;,ntures)l II Yes, provide partieula" in an Exhibit. 7. Do documents, instruments, agreements or understandings (or the pledge of stock of the tr.ans(ereeJassi~nee, as security (or roans or contractual ~rlormance, prOVide that: (a) voting righu will remain With the applicant. even in the event 01 delault on the obligation; (b) in the event o( del,u/t. there will be e.ther. private or publie sale 01 the stock; and (c) prior to the exerei", 01 any ownership rights by a purchaser at a sate described in (b), any prior consent of the FCC and/or of the franchisinq: authority, if required pursuant to federal, s1ate or local law or pursUJ.nt to the terms of the Iranch,se agreement will ~ obtaine<ll II No, attach as an Exhibit. full explanation. SECTION Ill- TRANSFEREE'SlASSIGNEE'S fINANCIAL QUALIfiCATIONS 1, The Iransferee!a"ign~ cenili<< thaI it has ,ullident nel liquid ."ets on hand or available (rom committed resources to con:summafe the transaction and operate the facilities (or three months. 2. Attach as an Exhibit the most recent financial statementJ, prepared in accordance with xeneraUy .accepted accounting principles, including a barance sh~t and income statement for at least one full year, {or the tran(seree!,asSlgnee or parent entity that has been prepared in the ordinary course of business, if any such fin.anciJ.1 stalemenl.5 are routinely prepared. Such statements, if not otherwi~ publicly available, may b. marl<e<l CONFIDENTIAL and will be mainlaine<l as confidential by the franchise authority and its agents to the extent permissible under loeal law. SECTION IV - TRANSFEREE'S/ASSIGNEE'S TECHNICAL QUAllFlCA liONS Set forth in an Exhibit a narrative account of the transferee'sJassignee's le<hnicaf qualifications, experience .and expertise regarding cable teleYision systems, incfudin~, but not limited to, summary information about appropriate management pers.on~' that will be invol\'ed In the system's management and operations. The tr.ansferwassignee may, but need not., 1is1 a representative sample o( cable systems currently or formerly owne-d or o~rJted. ' K( H~"'~(r 4 0c100cr .1"' L L....J ICI l....3J M4 I ExhFibrt No. I o res [J9 N. o res IKJ N. ~ Yes 0 No See Exhibit G. o res [X] No [iJ res 0 No Part 1- Transferor/Aslignor 98-263 .An ~ su.temen1.5 made in the .applica.tion and attached c:'l:hibils .ue considere-d ma{eri.J.1 reprcsent.Jtions, and .111 the Exhibits are .. m.tteri..11 p.J.rt hereof .lnd ue incorporated herein .l.S if s-et out in full in the application.. I CERTIFY that the stalemenls in this application arc true complete and correct to the best of my knowledge and belief J.J1d ....., made in good (aith. Slgna~ o.le July ,1998 WllLFUl FALSE STAT(~ENTS MADE ON THIS fORM ARE PUNISHABLE BY FINE AND/OR IMPRISONMENT. U.S. CODE, TITLE 18, SECTION 1001. Print full name Colin J. Clapton Oled.: ~ropri.1te classification: U Individual o General P,u1.ner IK] Corpor.le Officer (Indicate rrtld President of Explain: artner Part 11- Tranlferee/Assignee All t~ st..1femcnts made in the application and attached Exhibits are considered mJ.terial representations, and all the Exhibits are .1 mJ.teriaJ part hereof and are incorporated herein as if set out in full in the application. . The transferee/a.ssign~ certifies that he/she: (J.} Has ~ current copy of the FCC's Rures governing cable television systems. (bl Hal a current copy o( the (ranchise that il the subject of Ihis application, and of any applicable stale 'aWl or local ordinances and related regulations.. (cl Will use itl best efforts to comply with the terms of the franchise and applicable llate lawl or local ordinances and related regulations, and to e(fe1::t changes, as promptly as practicable, in the operation o( the system, if any changes are ne<essary to cure any violations thereof or defaults thereunder presenlly in effect or ongoing. I CERTIFY that the statements in thil application a", troe Sign..1ture complete and correct to the best of my knowledge and belief ~ U~ L~~Wl ....., made in good faith. O.le July 2.1 1998 WillFUL FALSE STAT(I,\ENTS MADE ON THIS fORM ARE , PUNISHABLE BY FINE AND/OR IMPRISONMENT. U.S. CODE, TITLE 18, SECTION 1001. Print full n.1me Patterson Day L. o,ecOropriafe classification: COJf,or.1le Officer 0 Jndi...idu..J 0 Cener.11 Partner [KJ (Tn icale TrtIe.> Other. Explain: Sr. Vice President and General Coun~el fCClH('l'llf51 0<: ~ 00.... I") 98-263 MARKS CABLEVISION And AMERICAN CABLE ENTERTAINMENT EXHIBITS To FCC FORM 394 98-263 EXHIBIT A COMMUNITY UNIT In NUMBERS Listed below are the respective communities served by the subject cable television system, to- gether with such communities' respective CUID's (i.e., the FCC-assigned commmunity unit identification numbers): 1. Angeles Oaks................................... CA15l0 2. Devore ............................................ No FCC CUID 3. Forest Falls...................................... CAl508 4. Rancho Cucamonga, City of ............ CA0783 (North - SCCI) and CA0904 (South - DCA) 5. San Bernardino, City of ................... CA0108 6. San Bernardino, County of .............. CA0106 and CA0128 7. Yucaipa, City of............................... CA1509 The respective franchising authorities for the above communities are as follows: 1. Angelus Oaks (CAI510): County of San Bernardino Attn: L. Craig Duckworth 157 West Fifth Street, 2nd Floor San Bernardino, CA 92415-0450 2. Devore (No CUID): County of San Bernardino Attn: L. Craig Duckworth 157 West Fifth Street, 2nd Floor San Bernardino, CA 92415-0450 3. Forest Falls (CUID: CAI508): County of San Bernardino Attn: L. Craig Duckworth 157 West Fifth Street, 2nd Floor San Bernardino, CA 92415-0450 4. Rancho Cucamonga, City of (CUI D's: CA0783 and CA0904): City of Rancho Cucamonga Attention: Mr. Jack Lam, City Manager P.O. Box 807 Rancho Cucamonga, CA 91729 98-263 Exhibit A (Cont'd.) 5. San Bernardino, City of(CUID: CA0108): City of San Bernardino Attn: Frank Keller Finance Department 300 North D Street, Suite 400 San Bernardino, CA 92418 6. San Bernardino, County of (CUlD: CA0106 and CAOI28): County of San Bernardino Attention: L. Craig Duckworth 157 West Fifth Street, 2nd Floor San Bernadino, CA 92415-0450 7. Yucaipa. City of (CUID: CAI509): City of Yucaipa Attn: John Tooker 34272 Yucaipa Boulevard Yucaipa, CA 92399 98-263 EXHIBIT B SALE AGREEMENT A copy of the Asset Purchase Agreement dated as of May 29, 1998 (as amended or otherwise supplemented to the date hereof, the "Sale Agreement") between DCA Cablevision and The Marks Partners, L.P., as sellers, and American Cable Entertainment Company, LLC, as buyer, is attached as Exhibit B, together with all of the exhibits and schedules thereto necessary in order to understand the terms of the Sale Agreement. 98-263 EXHIBIT C REDACTED PROVISIONS A copy of the Asset Purchase Agreement dated as of May 29, 1998 (as amended or otherwise supplemented to the date hereof, the "Sale Agreement") between DCA Cablevision and The Marks Partners, L.P., as sellers, and American Cable Entertainment Company, LLC, as buyer, is attached as Exhibit B, together with all of the exhibits and schedules thereto necessary in order to understand the terms of the Sale Agreement. Certain of the provisions of the Sale Agreement which contain confidential or otherwise privileged information (e.g., the sale price; system sub- scriber counts; arrangements regarding contractual programming matters; the terms of third party agreements with lessors, programming affiliates; and the like) have been redacted therefrom. 98-263 EXHIBIT D LEGAL STATUS OF TR<\.NSFEREE/ASSIGNEE The transfereelassignee is a limited liability company formed under the laws of the State of Delaware. Its date of formation was January 12, 1998. The name and address of its registered agent for service of process in the State of Delaware are as follows: Corporation Service Company 1013 Centre Road Wilmington, DE 19805 98-263 EXHIBIT E VOTING SHARES The transferee/assignee is American Cable Entertainment Company, LLC, a limited liability com- pany ("ACEC") formed under the laws of the State of Delaware. ACEC's officers and sole mem- ber and equity holder are as follows: Officers of ACEC (a) Name: Bruce A. Armstrong Residence: 34 Hickory Hill Road, Wilton, CT 06897 Occupation: Ownership and management of cable television systems Principal place of business: Four Landmark Square, Suite 302, Stamford, CT 06901 (b) Citizenship: United States of America (c) Officer (President and Chief Executive Officer) of the transferee/assignee (d) Number of shares: -0- (e) Number of votes: -0- (t) Percentage of votes: -0- (a) Name: Jerold S. Earl Residence: 62 Elaine Drive, Monroe, CT 06468 Occupation: Management of cable television systems Principal place of business: Four Landmark Square, Suite 302, Stamford, CT 06901 (b) Citizenship: United States of America (c) Officer (Vice President - Chief Engineer) of the transfereelassignee (d) Number of shares: -0- (e) Number of votes: -0- (t) Percentage of votes: -0- (a) Name: John M. Flanagan, Jr. Residence: 144 Fernwood Drive, Old Tappen, NJ 07675 Occupation: Management of cable television systems Principal place of business: Four Landmark Square, Suite 302, Stamford, CT 06901 (b) Citizenship: United States of America (c) Officer (Sr. Vice President and Chief Financial Officer) of the transfereelassignee (d) Number of shares: -0- (e) Number of votes: -0- (t) Percentage of votes: -0- 98-263 Exhibit E (Cont'd,) Page Two Officers of ACEC (Cone d ) (a) Name: Steven C. Fox Residence: 5 Norman Road, Stamford, CT 06906 Occupation: Management of cable television systems Principal place of business: Four Landmark Square, Suite 302, Siamford, CT 06901 (b) Citizenship: United States of America (c) Officer (Vice President - Finance, Treasurer and Asst. Secretary) of the transfereelassignee (d) Number of shares: -0- (e) Number of votes: -0- (t) Percentage of votes: -0- (a) Name: Day L. Patterson Residence: 575 Sixth Avenue, 7-B Occupation: Management of cable television systems Principal place of business: Four Landmark Square, Suite 302, Stamford, CT 06901 (b) Citizenship: United States of America (c) Officer (Sr. Vice President, General Counsel and Secretary) of the transferee/assignee (d) Number of shares: -0- (e) Number of votes: -0- (t) Percentage of votes: -0- ,- 98-263 Exhibit E (Cont'd,) Page Three Sole Member (Comparable to Sole Stockholder) of ACEC: ACEC Holding Company, LLC, a Delaware limited liability company ("ACEC Holding"), owns all of the equity of the transferee/assignee, American Cable Entertainmen,t Company, LLC Officers of ACEC Holding (a) Name: Bruce A. Armstrong Residence: 34 Hickory Hill Road, Wilton, CT 06897 Occupation: Ownership and management of cable television systems Principal place of business: Four Landmark Square, Suite 302, Stamford, CT 06901 (b) Citizenship: United States of America (c) Officer (President and Chief Executive Officer) of the transferee/assignee (d) Number of shares: Less than 5% (e) Number of votes: Less than 5% (f) Percentage of votes: Less than 5% (a) Name: John M. Flanagan, Jr. Residence: 144 Fernwood Drive, Old Tappen, NJ 07675 Occupation: Management of cable television systems Principal place of business: Four Landmark Square, Suite 302, Stamford, CT 06901 (b) Citizenship: United States of America (c) Officer (Sr. Vice President and Chief Financial Officer) of the transferee/assignee (d) Number of shares: -0- (e) Number of votes: -0- (f) Percentage of votes: -0- (a) Name: Steven C. Fox Residence: 5 Norman Road, Stamford, CT 06906 Occupation: Management of cable television systems Principal place of business: Four Landmark Square, Suite 302, Stamford, CT 06901 (b) Citizenship: United States of America (c) Officer (Vice President - Finance, Treasurer and Asst. Secretary) of the transferee/assignee (d) Number of shares: -0- (e) Number of votes: -0- (f) Percentage of votes: -0- 98-263 Exhibit E (Cont'd,) Page Four Officers of ACEC Holding (Cont'd.) (a) Name: Day L. Patterson Residence: 575 Sixth Avenue, 7-B Occupation: Management of cable television systems ., Principal place of business: Four Landmark Square, Suite 302, Stamford, CT 06901 (b) Citizenship: United States of America (c) Officer (Sf. Vice President, General Counsel and Secretary) of the transferee/assignee (d) Number of shares: -0- (e) Number of votes: -0- (t) Percentage of votes: -0- Members (Comparable to Stockholders) of ACEC Holding: (a) Providence Equity Partners L.P. c/o Providence Equity Partners Inc. 50 Kennedy Plaza, Suite 901 Providence, RI 02903 (b) N/A (c) Member (comparable to stockholder) (d) 13,778.464 units (e) 13,778.464 (t) 57.99% (a) Societe Generale Capital Corporation c/o Societe Generale Securities Corporation 1221 Avenue of the Americas Leverage Group, 12th Floor New York, NY 10020 (b) N/A (c) Member (comparable to stockholder) (d) 9,313.725 units (e) 9,313.725 (t) 39.20% 98-263 Exhibit E (Cont'd.) Page Five Authorized Representatives The respective persons presently authorized to vote the ACEC Holding units for and on behalf of the foregoing two institutional members of ACEC Holding are as follows: For and on behalf of Providence Equity Partners L.P.: (a) Name: Mark 1. Masiello Residence: 167 Power Street, Providence, RI 02906 Occupation: Investment banker at Providence Equity Partners Inc. Principal place of business: 9th Floor, 50 Kennedy Plaza, Providence, RI 02903 (b) Citizenship: United States of America (c) Principal of Providence Equity Partners Inc. (d) Number of shares: N.A. (e) Number of votes: N.A. (f) Percentage of votes: N.A. For and on behalf of Societe Generale Capital Corporation: (a) Name: Elan Schulz Residence: 287 Park Place, Brooklyn, NY 11238 Occupation: Investment banker at SG Capital Partners, LLC Principal place of business: 1221 Avenue of the Americas, New York NY 10020 (b) Citizenship: United States of America ( c) Managing Director of SG Capital Partners, LLC (d) Number of shares: N.A. (e) Number of votes: N.A. (f) Percentage of votes: N.A. 98-263 Exhibit E (Cont'd.) Page Six Managing Board of ACEC Holding: Reflecting the stock ownership of ACEC Holding by, directly or indirectly, Bruce A. Armstrong, Providence Equity Partners L.P. and Societe General Capital Corporation, the managing board of ACEC Holding presently consists of three persons: (i) Bruce Armstrong, President and CEO of ACEC; (ii) one person appointed by Providence Equity (which has the right to elect an additional two persons to ACEC Holding's managing board); and (iii) one person appointed by Societe Generale Capital Corporation (which has the right to elect one additional person to ACEC Holding's managing board):. (a) Name: Bruce A. Armstrong Residence: 34 Hickory Hill Road, Wilton, CT 06897 Occupation: Ownership and management of cable television systems Principal place of business: Four Landmark Square, Suite 302, Stamford, CT 06901 (b) Citizenship: United States of America (c) Officer (President and Chief Executive Officer) of the transferee/assignee (d) Number of shares: Less than 5% (e) Number of votes: Less than 5% (t) Percentage of votes: Less than 5% Appointed by Providence Equity Partners L.P.: (a) Name: Mark J. Masiello Residence: 167 Power Street, Providence, RI 02906 Occupation: Investment banker at Providence Equity Partners Inc. Principal place of business: 9th Floor, 50 Kennedy Plaza, Providence, RI 02903 (b) Citizenship: United States of America (c) Principal of Providence Equity Partners Inc. (d) Number of shares: -0- (e) Number of votes: -0- (t) Percentage of votes: -0- Appointed by Societe Generale Capital Corporation: (a) Name: Elan Schulz Residence: 287 Park Place, Brooklyn, NY 11238 Occupation: Investment banker at SG Capital Partners, LLC Principal place of business: 1221 Avenue of the Americas, New York NY 10020 (b) Citizenship: United States of America (c) Managing Director ofSG Capital Partners, LLC (d) Number of shares: -0- (e) Number of votes: -0- (t) Percentage of votes: -0- 98-263 EXHIBIT F OUALIFICATION TO TRANSACT BUSINESS As noted above, the applicant is neither a corporation nor a limited partnership but rather a limited liability company formed under the laws of the State of Delaware. The applicant is duly qualified to transact business in the State of California. 98-263 EXHIBIT G A TTRIBUT ABLE INTEREST OWNERSHIP RIGHTS ACEC Holding Company, LLC, a Delaware limited liability company, holds all of the equity of the transferee/assignee, American Cable Entertainment Company, LLC, pursuant to the Limited Liability Company Agreement of American Cable Entertainment Company, LLC entered into as of April 30, 1998. To the best knowledge of American Cable Entertainment Company, LLC and its officers, there is no agreement providing for any present or future rights with respectto any attributable interests in the transferee/assignee. 98-263 EXHIBIT H PLEDGE OF STOCK ACEC Holding Company, LLC ("ACEC Holding"), the sole member of American Cable Enter- tainment Company, LLC ("Transferee"), is party to a Pledge Agreement dated as of April 30, 1998 with Societe Generale, which Pledge Agreement was entered into pursuant to a Credit Agreement dated as of April 30, 1998 between Transferee and Societe Generale. Pursuant to that Pledge Agreement, ACEC Holding has pledged its membership interest in Transferee.to Societe Generale as collateral for certain loans. Under the terms of that Pledge Agreement, (a) the voting rights will not remain with Transferee in the event of default on the loan obligation; (b) in the event of default, there will be a private sale of the stock; and (c) prior to the exercise of any ownership rights by a puchaser 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. 98-263 EXHIBIT I FINANCIAL STATEMENTS Because American Cable Entertainment Company, LLC ("ACEC") is a newly-formed entity and is presently arranging the acquisition financing for its purchase of the subject cable system, ACEC does not at this date have any financial statements that have been prepared in the ordinary course of business. ACEC does, however, have equity commitments of$45 million and senior loan com- mitments of$140 million from Providence Equity and SocGen (as such.terms are defined below), with which funds ACEC acquired the Hi-Desert System in April, 1998 serving the Apple Valley, Hesperia and Victorville communities and with which funds ACEC intends to acquire DCA Ca- blevision's and The Marks Partners, L.P.'s cable television systems serving the City of Rancho Cucamonga, the City of San Bernardino, the City of Yucaipa and other areas. Providence Equity Partners Inc. ("Providence Equity") is a private investment firm that specializes in equity investments in media and telecommunications in the United States and abroad. The prin- cipals of Providence Equity have managed funds with over $800,000,000 in equity commitments, including Providence Equity Partners L.P., which closed in September 1996 with $363,000,000 of committed capital. Providence Equity has made numerous cable television investments over the past 20 years. Societe Generale with its affiliates SG Capital Partners and Societe Generale Securities Corpora- tion (collectively "SocGen") is the 16th largest financial institution in the world with over $340 billion in assets, larger than any U.S.-based financial institution. SocGen has had a team of pro- fessionals dedicated to providing financial services to the media and telecommunications industry since 1989. Currently, SocGen's U.S. media and telecommunications portfolio consists of over $5 billion in total commitments. SG Capital, SocGen's merchant banking fund, has $400 million in committed capital and has designated media and telecommunications as a target industry for investment. Reflecting the stock ownership of ACEC by, directly or indirectly, Bruce A. Armstrong, Provi- dence Equity (through two of its affiliates) and SocGen (through one of its affiliates), the man- aging board of ACEC's parent company (ACEC Holding Company, LLC) consists of six persons: (i) Bruce Armstrong, President and CEO of ACEC; (ii) three persons appointed by Providence Equity; and (iii) two persons appointed by SocGen. See Exhibit E for further information as to those persons. 98-263 EXHIBIT J TECHNICAL OUALIFICA nONS Attached hereto as Exhibit J is a copy of the July 20, 1998 brochure for American Cable Enter- tainment and its affiliated companies, which sets forth a narrative account of the transferee! assignee's technical qualifications, experience and expertise regarding cable television systems, including information about American Cable Entertainment's management personnel and currently or formerly owned or operated cable systems. 98-263 AMERICAN CABLE ENTERTAINMENT COiI/fPANY DESCRIPTION American Cable Entertainment (collectively with its affiliates, the "Company") is an experienced owner/operator of cable television systems and presently operates 10 -cable system clusters in 10 states serving a total of 110,000 subscribers. The Company was originally formed in 1983 under the name Simmons Communications and, by the end of1987, served a total of 110,000 subscribers under that name in 15 states, including California, where the Company owned and operated the system serving the City of Long Beach. The Company acquired Scott Cable Communications, Inc. in January, 1988, by which acquisition the Company doubled in size. In 1989, the Company acquired an additional group of cable systems serving 62,000 subscribers in Kentucky and Indiana. Through those and other acquisitions, the Company's extensions of its cable plant, and subscribership increases achieved by the Company in its service areas, the Company reached a total of 350,000 subscribers in 1992. As those cable operations matured and market and financing conditions warranted, the Company has sold many of its cable television properties and is now resuming its growth. In California, the Company (through its affiliates, American Cable Entertainment Company, LLC and Scott Cable Communications, Inc.) presently owns and operates the cable system serving the communities of Apple Valley, Hesperia and Victorville in San Bernardino County, which system (the "Hi-Desert System") the Company acquired in April, 1998, and the cable system serving the Tahoe Paradise community in El Dorado County, which the Company acquired in January, 1988. In addition to having owned and operated the cable system serving the City of Long Beach from November, 1985 through September, 1992, the Company (through its affiliate Scott Cable Communications, Inc.) previously owned and operated the cable system serving the northern portion of the City of Rancho Cucamonga (from January, 1988 to January, 1994). Outside of California, the Company presently operates a total of eight cable system clusters serving a broad cross-section of communities, including the following: Alamogordo (City of), NM Chadron (City of), NE Fordyce (City of), AR Hollomon Air Force Base, NM Lakeview (Village of), OH Manvel (City of), TX Marksville (City of), LA For reference purposes, the names and telephone numbers of the principal governmental contacts for franchising matters in the above-listed communities are listed on Schedule A hereto. 98-263 Among the cable systems that the Company has previously owned and operated and has transferred to other cable operators in the past several years are those serving the following communities: London (City of), KY Madison (City of), IN Richmond (City of), KY Winchester (City of) , KY The Company's President and CEO, Bruce A Armstrong, joined the Company in 1988.as Executive Vice President and Chief Operating Officer. He was named President in 1993, and became Chief Executive Officer in February 1994 when the Company's founder retired and Mr. Armstrong acquired the founder's interest in the Company. The name of the Company was changed to American Cable Entertainment at that time. The Company's affiliate American Cable Entertainment Company, LLC ("ACEC"), a Delaware limited liability company, has entered into an asset purchase agreement with DCA Cablevision and The Marks Partners, L.P. (collectively "DCAlNlarks") to acquire the cable systems serving the the communities of Rancho Cucamonga, San Bernardino, Devore, Yucaipa, Forest Falls, Angeles Oaks and unincorporated San Bernardino (the "DCAlMarks Systems"). ACEC and DCAlMarks are working to consummate the sale of the foregoing system to ACEC in the third quarter of 1998. ACEC was formed and is directly or indirectly owned or controlled by the following three investors: the Company's President and CEO, Bruce A. Armstrong; Societe Generale, of New York, NY (or an affiliate thereof); and Providence Equity Partners Inc., of Providence, RI (or an affiliate thereof). Societe Generale with its affiliates SG Capital Partners and Societe Generale Securities Corporation (collectively "SocGen") is the 16th largest financial institution in the world with over $340 billion in assets, larger than any U.S.-based financial institution. SocGen has had a team of professionals dedicated to providing financial services to the media and telecommunications industry since 1989. Currently, SocGen's U.S. media and telecommunications portfolio consists of over $5 billion in total commitments. SG Capital, SocGen' s merchant banking fund, has $400 million in committed capital and has designated media and telecommunications as a target industry for investment. Providence Equity Partners Inc. ("Providence Equity") is a private investment firm that specializes in equity investments in media and telecommunications in the United States and abroad. The prin- cipals of Providence Equity have managed funds with over $800,000,000 in equity commitments, including Providence Equity Partners L.P., which closed in September 1996 with $363,000,000 of committed capital. Providence Equity has made numerous cable television investments over the past 20 years. Reflecting the stock ownership of ACEC by, directly or indirectly, Bruce A. Armstrong, Societe Generale (through one of its affiliates) and Providence Equity (through two of its affiliates), the managing board of ACEC's parent company consists of six persons: (i) Bruce Armstrong, President and CEO of ACEC; (ii) three persons appointed by Providence Equity; and (iii) two persons appointed by SocGen. 98-263 Because ACEC is a newly-formed company, it does not have a financial operating history and is therefore unable to provide financial statements at this date. ACEC does, however, have equity commitments of $45 million and senior loan commitments of $140 million, with which funds ACEC acquired the Hi-Desert System in April, 1998 serving the Apple Valley, Hesperia and Victorville communities and with which funds ACEC intends to acquire the DCAlMarks Systems serving the City of Rancho Cucamonga, the City of San Bernardino, the City of Yucaipa and other areas. A corporate chart showing ACEC's ownership and its place within the American Cable Entertain- ment organization is attached as Schedule B. The Company expects to sell the cable television systems and related assets of Scott Cable Communications, Inc. by the end of the present calendar year, upon which sale ACEC will become the Company's principle cable systems investment and management focus, subject to such acquisitions and investments as the Company may make at any future date. MANA GEiVlENT The following officers of the Company also serve as the officers of ACEC and will manage ACEC's operations: Bruce A, Armstrong - President & Chief Executive Officer Bruce Armstrong has served as President and CEO of the Company since February 1994, when he acquired the interests of the Company's founder upon the founder's retirement, whereupon the Company changed its name from Simmons Communications to American Cable Entertainment. Bruce joined the Company in 1988 as Executive Vice President and has been responsible for its operations since that time. Prior to joining the Company, he served in various top management positions with Jones International, including President and CEO of Jones Spacelink, Ltd., a publicly traded company, and Group Fund Vice President - Operations for Total TV, served as President of his own advertising agency, was general manager, then Vice President ofTeltron Cable TV and was a System Manager for TCI in Ohio. Bruce has been in the cable television industry for over 25 years. He is a graduate of Grinell College and a US Air Force Veteran. John M, Flanagan, Jr. - Senior Vice President, Chief Financial Officer John Flanagan joined the Company in 1993 and is responsible for all financial and accounting functions. Prior to joining the Company, John spent four years with Metro Mobile CTS, Inc., a cellular telephone company, as Vice President of Finance & Treasurer, where John was the primary company representative negotiating' the company's $2.4 billion merger agreement with Bell Atlantic Corporation in 1992. Prior to his experience at Metro Mobile, John spent eight years with Essex Companies, a cable systems operator, and was instrumental in the formation of Essex's limited 98-263 partnerships, the rollup of those limited partnerships and an initial public offering; spent eight years with Teleprompter Corporation which, at that time, was the largest American cable television company, in a number of accounting and finance positions including Controller of the Cable Division, and nine years in public accounting with Deloitte & Touche. John has over 20 years experience in the cable television industry. John graduated from Georgetown University with a degree in finance, received his MEA from New York University and is a Certified Public Accountant. Day L, Patterson - Senior Vice President, General Counsel Day Patterson joined the Company as general counsel in 1988. Prior to that, Day was a vice president and chief counsel at Westinghouse's cable division, the 3rd largest cable systems operator in the U.S. prior to its sale in 1986. While at Westinghouse, Day also served as vice president and general counsel of Westinghouse's cable programming division, which launched and distributed Home Team Sports, the Nashville Network and the Satellite News Channel. Day began his career in cable at Cablevision Systems in Woodbury, New York, which hired Day as associate general counsel in 1980 and then promoted him to general counsel in 1981. Day has over 17 years experience in the cable industry. Prior to entering cable, Day worked as a corporate lawyer in private practice in New York City from 1969 to 1980. He began his legal career with the firm of Shearman & Sterling in New York City, after graduating from Yale College (1966) and Columbia Law School (1969). Jerold S, Earl - Vice President, Engineering Jerry joined the Company in 1989 and has been responsible for all engineering practices, technical standards, FCC compliance and evaluation of new technologies for the company. Prior to joining the Company, Jerry was Director of Engineering for Jones Space1ink, Ltd. where he was responsible for capital expenditures, FCC compliance, technical standards, budget review and technical evaluation of potential acquisitions. Prior to his promotion to Director of Engineering, Jerry was Division Engineer for Jones Intercable. Jerry spent three years as a broadcast television engineer before beginning his career in cable television. In 1972, he joined Teltron Cable TV in central Wisconsin where he held a series of progressively responsible positions beginning a installer and ending as Engineering Manager. Jerry has over 24 years experience in cable television. He graduated from Derby Institute of Technology, is an active member of the Society of Telecommunications Engineers and holds a general class Federal Communications license. Steven C. Fox - Vice President, Controller Steve Fox joined the Company in 1989. He is responsible for supervising all accounting functions of the Company and financial reporting to the Company's lenders and investors. Prior to his association with the Company, Steve was employed with Cab1ecom from 1974 through 1981. Initially, he began his career at that company in the capacity of Corporate Controller. In 1981, Cablecom promoted him to the position of General Manager of a communications subsidiary. He served subsequently as Regional Controller for Rogers USA and as Corporate Controller at Multivision prior to joining the Company. Steve has over 19 years experience in the cable television industry. Steve received his BSBA degree from the University of Denver and is a Certified Public Accountant. 98-263 Should any additional information with respect to the Company or ACEC be desired, the Company and ACEC will be pleased to provide same upon request. Please contact: American Cable Entertainment Attn: Day L. Patterson Four Landmark Square, Suite 302 Stamford, CT 06901 Telephone: (203)323-1100 Facsimile: (203) 325-3110 ACEl07.20-98 98-263 American Cable Entertainment Commllnitv References References for Some of the Communities Presently Served Alamogordo (City of) NM Ms. Rebecca Ehler City Attorney City of Alamogordo 1376 East 9th Street Alamogordo, NM 88310-5838 Phone - 505/439-4210 Chadron (City of) NE Mr. Bevin Bump City Attorney City of Chadron 342 Main Street Chadron, NE 69337 Phone - 308/432-4411 Fordyce (City of) AR Mr. William Lyon Mayor City of Fordyce 101 S. Main Fordyce, AR 71742 Phone - 501/352-2198 Hollomon Air Force Base NM Mr. Zeke Balboa Contracting Administrator 49th Contracting Squadron P.O. Drawer S Holloman A.F.B., NM 88330-7908 Phone - 505/475-2093 SCHEDULE A 98-263 Schedule A (Cont'd.) Page 2 of2 Lakeview (Villa!?e of) OH Ms. Shari Stevens Mayor Village of Lake view 234 Harrison P.O. Box 201 Lakeview, OH 43331 Phone - 513/843-4122 Manvel (City of) TX Mr. Todd Parton City Administrator City of Manvel 6615 FM1128 (Masters) Manvel, IX 77578 Phone - 281/489-0630 MarksviIle (City of) LA Mr. John Ed Laborde Mayor City of Marks vi lie 503 N. Main Marksville, LA 71351 Phone - 318/253-9500 ACE/07-20.98 98-263 ACFJ07.20.98 -I SCHEDULE B American Cable Entertainment Organization Chart American Cable Entertainment Company, LLC ("ACEC") (ACEC presently owns and operates the Hi-Desert System) (ACEC is directly or indirectly owned or controlled by Bruce A. Armstrong, Societe Generale and Providence Equity, or affiliates thereof) Manager: ACEC Management Company, Inc, ("ACEC-MGT") (ACEC-MGT is 100% owned by Bruce A. Armstrong) Scott Cable Communications, Inc. ("SCCI") dlbla American Cable Entertainment (Ownership of SCCI is widely dispersed) Manager: Scott Cable Management Company, Inc, ("SCCI-MGT") (SCCI-MGT is 100% owned by Bruce A. Armstrong) Bruce A. Armstrong I I 100% owner of ACE-MGT I American Cable Entertainment Management Company, Inc. ("ACE-MGT") (ACE-MGT is the lessee of the corporate office in Stamford, CT, and is the employer of most of the senior management and corporate staff of the American Cable Entertainment company group)