<PAGE>

                                                                     EXHIBIT 2.1

                            ASSET PURCHASE AGREEMENT

                                     BETWEEN

                               TCA CABLE PARTNERS,

                          COX SOUTHWEST HOLDINGS, L.P.,

                      COX COMMUNICATIONS LOUISIANA, L.L.C.,

                                  COXCOM, INC.,

                           COX TELCOM PARTNERS, INC.,

                            COX COMMUNICATIONS, INC.

                                       AND

                          CEBRIDGE ACQUISITION CO. LLC

                                      DATED

                                OCTOBER 31, 2005

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                  PAGE
                                                                                                                  ----
<S>                                                                                                               <C>
1.    DEFINED TERMS.........................................................................................        2

2.    SALE AND PURCHASE OF TRANSFERRED ASSETS................................................................      17

      2.1      Agreement to Sell and Purchase................................................................      17

      2.2      Excluded Assets...............................................................................      18

      2.3      Deposit Escrow................................................................................      20

      2.4      Purchase Price................................................................................      20

      2.5      Allocation of Purchase Price..................................................................      20

      2.6      Adjustments to the Purchase Price.............................................................      21

      2.7      Assumption of Assumed Liabilities.............................................................      25

      2.8      Cox Name; Affiliated Services.................................................................      25

      2.9      Rights of First Refusal.......................................................................      26

3.    REPRESENTATIONS AND WARRANTIES OF SELLERS..............................................................      26

      3.1      Organization, Standing and Authority..........................................................      26

      3.2      Authorization and Binding Obligation..........................................................      27

      3.3      Absence of Conflicting Terms; Consents........................................................      27

      3.4      Governmental Permits..........................................................................      28

      3.5      Financial Statements..........................................................................      29

      3.6      Personal Property.............................................................................      29

      3.7      Real Property.................................................................................      30

      3.8      Contracts.....................................................................................      30

      3.9      Certain Information on Systems................................................................      32

      3.10     Taxes, Returns and Reports....................................................................      32

      3.11     Employee Benefit Plans........................................................................      33

      3.12     Labor Relations...............................................................................      33

      3.13     Legal Proceedings/Compliance with Laws........................................................      33

      3.14     Environmental Matters.........................................................................      34

      3.15     FCC and Copyright Compliance..................................................................      34

      3.16     Intellectual Property.........................................................................      35

      3.17     Conduct of Business in Ordinary Course........................................................      36

      3.18     Transactions with Affiliates..................................................................      36
</TABLE>

                                      -i-

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                                  PAGE
                                                                                                                  ----
<S>                                                                                                               <C>
      3.19     Bonds; Letters of Credit......................................................................      36

      3.20     Brokers of Sellers............................................................................      36

      3.21     Acquired Companies............................................................................      36

      3.22     Sufficiency of Transferred Assets.............................................................      38

      3.23     Accounts Receivable...........................................................................      38

      3.24     Overbuilds....................................................................................      38

4.    REPRESENTATIONS AND WARRANTIES OF BUYER................................................................      38

      4.1      Organization, Standing and Authority..........................................................      38

      4.2      Authorization and Binding Obligation..........................................................      38

      4.3      Absence of Conflicting Agreements.............................................................      39

      4.4      Buyer Qualification...........................................................................      39

      4.5      Availability of Funds.........................................................................      39

      4.6      Brokers of Buyer..............................................................................      40

5.    SPECIAL COVENANTS OF THE PARTIES.......................................................................      40

      5.1      Conduct of the Business of the Systems Prior to Closing.......................................      40

      5.2      Financial and Operational Information.........................................................      43

      5.3      Consents and Replacement Agreements...........................................................      44

      5.4      HSR Act Filing................................................................................      47

      5.5      Transfer Taxes, Etc...........................................................................      47

      5.6      Bonds, Letters of Credit, Etc.................................................................      48

      5.7      Transition Services; Intellectual Property....................................................      48

      5.8      Covenants Regarding Employee Matters..........................................................      48

      5.9      Environmental Investigations..................................................................      50

      5.10     Risk of Loss..................................................................................      52

      5.11     Subscriber Information........................................................................      52

      5.12     Cure..........................................................................................      53

      5.13     Disclosure....................................................................................      53

      5.14     No Other Representations or Warranties........................................................      53

      5.15     Access to Books and Records...................................................................      54

      5.16     Programming Agreements........................................................................      55
</TABLE>

                                      -ii-

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                                  PAGE
                                                                                                                  ----
<S>                                                                                                               <C>
      5.17     Cooperation; Commercially Reasonable Efforts..................................................      56

      5.18     Non-Competition, Non-Solicitation.............................................................      56

      5.19     No Shop.......................................................................................      57

      5.20     Cooperation with Financing....................................................................      57

      5.21     Title Commitments; Surveys; Lien Searches.....................................................      58

      5.22     Inventory.....................................................................................      58

      5.23     Assets Owned by Parent's Affiliates other than Sellers........................................      58

      5.24     Update of Certain Schedules...................................................................      58

      5.25     Transition Planning...........................................................................      59

6.    CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER AND SELLERS TO CLOSE......................................      59

      6.1      Conditions Precedent to Obligations of Buyer to Close.........................................      59

      6.2      Conditions Precedent to Obligations of Sellers to Close.......................................      60

7.    CLOSING AND CLOSING DELIVERIES.........................................................................      61

      7.1      Closing.......................................................................................      61

      7.2      Deliveries by Sellers.........................................................................      62

      7.3      Deliveries by Buyer...........................................................................      63

8.    TERMINATION............................................................................................      64

      8.1      Method of Termination.........................................................................      64

      8.2      Rights Upon Termination.......................................................................      65

      8.3      Other Termination Provisions..................................................................      66

9.    SURVIVAL OF REPRESENTATIONS AND WARRANTIES AND INDEMNIFICATION.........................................      67

      9.1      Representations, Warranties and Covenants.....................................................      67

      9.2      Indemnification by Sellers....................................................................      67

      9.3      Indemnification by Buyer......................................................................      68

      9.4      Procedure for Indemnification.................................................................      68

      9.5      Limitation on Indemnification; Exclusive Remedy; Time Period..................................      69

10.   MISCELLANEOUS..........................................................................................      70

      10.1     Primary and Secondary Transfers...............................................................      70

      10.2     Notices.......................................................................................      72
</TABLE>

                                     -iii-

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                                  PAGE
                                                                                                                  ----
<S>                                                                                                               <C>
      10.3     No Assignment; Benefit and Binding Effect.....................................................      73

      10.4     Bulk Transfer.................................................................................      73

      10.5     Governing Law.................................................................................      73

      10.6     Waiver of Jury Trial..........................................................................      73

      10.7     Submission to Jurisdiction; Venue.............................................................      73

      10.8     Headings......................................................................................      74

      10.9     Gender and Number.............................................................................      74

      10.10    Entire Agreement..............................................................................      74

      10.11    Further Assurances............................................................................      74

      10.12    Waiver of Compliance; Consents................................................................      74

      10.13    Severability..................................................................................      74

      10.14    Counterparts..................................................................................      75

      10.15    No Third Party Beneficiaries..................................................................      75

      10.16    Construction..................................................................................      75

      10.17    Public Announcements..........................................................................      75

      10.18    No Personal Liability.........................................................................      75

      10.19    Expenses......................................................................................      75

      10.20    Guarantee.....................................................................................      75
</TABLE>

                                      -iv-

<PAGE>

                             EXHIBITS AND SCHEDULES

The following exhibits and schedules have been omitted pursuant to Item
601(b)(2) of Regulation S-K and will be provided to the Commission upon request.

<TABLE>
<S>                        <C>
Exhibit A                  Required Programming Agreement
Exhibit B                  Deposit Escrow Agreement
Exhibit C                  Transition Services Agreement
Exhibit D                  Intellectual Property License Agreement
Exhibit E                  Bill of Sale
Exhibit F                  Assumption Agreement
Exhibit G                  Management Agreement
Exhibit H                  Outsourcing Agreement

Schedule A-1               California System
Schedule A-2               MAC System
Schedule A-3               North Carolina System
Schedule A-4               West Texas System
Schedule C                 CNC Governmental Permits
Schedule E                 TCAC Governmental Permits
Schedule G                 CTT Governmental Permits
Schedule 1.51(a)           Seller Knowledgeable Individuals
Schedule 1.51(b)           Buyer Knowledgeable Individuals
Schedule 1.56              Master Carrier Agreements
Schedule 1.57              Master CBI Agreements
Schedule 1.64              Certain Advertising Sales Representation Agreements
Schedule 1.65              Non-Exclusive Pole Attachment Agreements
Schedule 1.66              Non-Exclusive Retransmission Agreements
Schedule 1.75(a)           Programmer Optional Programming Agreements
Schedule 1.75(b)           Certain Programmer Optional Programming Agreements
Schedule 1.86              Severance Maximum
Schedule 1.100             Non-Exclusive Contracts
Schedule 1.101             Transferred Domain Names
Schedule 1.102             Transferred Motor Vehicles
Schedule 1.103             2005 Operating Cash Flow Methodology
Schedule 2.1.8             Certain Transferred Assets
Schedule 2.2               Certain Excluded Assets
Schedule 2.6.1(i)          Budgeted Capital Expenditures
Schedule 2.6.1(ii)(E)      Real Property Capitalized Leases
Schedule 2.7.5             Other Assumed Liabilities
Schedule 2.8.2             Affiliate Services
Schedule 2.8.3             Retained Telecommunications Authorizations
Schedule 2.9               The RGU Adjustment Factor
Schedule 3.3               Certain Sellers' Consents
Schedule 3.4(a)            All Governmental Permits
Schedule 3.4(b)            Exceptions to Governmental Permits
Schedule 3.4(c)            Non-exclusive and excluded Governmental Permits
Schedule 3.7               Real Property
Schedule 3.8.1             Binding Effect of Material Transferred Contracts
Schedule 3.8.2             Real Property Leases
</TABLE>

                                       v

<PAGE>

<TABLE>
<S>                        <C>
Schedule 3.8.3             Material Exclusive Retransmission Consent Agreements
Schedule 3.8.4             Material Exclusive Pole Attachment Agreements
Schedule 3.8.5             Material Exclusive Programming Agreements
Schedule 3.8.6             Material Exclusive Cox Media Agreements
Schedule 3.8.7             Certain Other Transferred Contracts
Schedule 3.8.8             Certain Included Contracts
Schedule 3.8.9             Material Non-Exclusive Retransmission Consent Agreements
Schedule 3.8.10            Non-Exclusive Cox Media Agreements
Schedule 3.8.11            Material Master CBI Agreements
Schedule 3.8.12            Master Carrier Agreements
Schedule 3.9(a)            Systems Information (Plant Miles)
Schedule 3.9(b)            Systems Information (Bandwidth)
Schedule 3.9(c)            Systems Information (Subscribers)
Schedule 3.11              Employee Benefit Plans
Schedule 3.13.1            Legal Proceedings
Schedule 3.13.2            Compliance with Legal Rules
Schedule 3.15.1            FCC Compliance
Schedule 3.15.2            Certain Franchising Authorities Matters
Schedule 3.16.1            Intellectual Property
Schedule 3.16.3            Intellectual Property Licenses
Schedule 3.17              Conduct of Systems
Schedule 3.18              Affiliate Transactions
Schedule 3.19              Bonds; Letters of Credit
Schedule 3.21.3            Capitalization of Acquired Companies
Schedule 3.21.5            Assets and Liabilities
Schedule 3.22              Sufficiency of Assets
Schedule 3.24              Overbuilds
Schedule 4.4               Buyer Qualification
Schedule 4.6               Brokers of Buyers
Schedule 5.1               Conduct of Systems prior to Closing
Schedule 5.1.2(viii)       Rate Increases
Schedule 5.3               Consents
Schedule 5.8.5             Sellers' Severance Benefits Plan
Schedule 5.22              Minimum Inventory Commitment
Schedule 6.1.5             Required Consents
</TABLE>

                                       vi

<PAGE>

                            ASSET PURCHASE AGREEMENT

      THIS ASSET PURCHASE AGREEMENT is dated October 31, 2005, by and among TCA
Cable Partners, a Delaware general partnership ("TCAP"), Cox Southwest Holdings,
L.P., a Texas limited partnership ("CSWH"), Cox Communications Louisiana,
L.L.C., a Delaware limited liability company ("CCL"), CoxCom, Inc., a Delaware
corporation ("COXCOM"), and Cox Telcom Partners, Inc., a Delaware corporation
("CTP") (TCAP, CSWH, CCL, CoxCom and CTP each a "SELLER" and collectively, the
"SELLERS"), and Cox Communications, Inc., a Delaware corporation ("PARENT"), on
the one hand, and Cebridge Acquisition Co. LLC, a Delaware limited liability
company ("BUYER"), on the other hand.

                                    RECITALS:

      A. Sellers own and operate the cable television systems serving the
communities identified on SCHEDULE A-1 (the "CALIFORNIA SYSTEM"), SCHEDULE A-2
(the "MAC SYSTEM"), SCHEDULE A-3 (the "NORTH CAROLINA System") and SCHEDULE A-4
(the "WEST TEXAS SYSTEM") (the California System, the MAC System, the North
Carolina System and the West Texas System, each, a "SYSTEM" and collectively,
the "SYSTEMS").

      B. Sellers desire to sell, and Buyer desires to buy, certain of the
Sellers' assets used exclusively in the operation of the Systems for the price
and on the terms and conditions hereinafter set forth.

      C. Cox North Carolina Telcom, L.L.C., a Delaware limited liability company
("CNC"), holds the Governmental Permits set forth on SCHEDULE C hereto.

      D. CoxCom holds all the issued and outstanding membership interests of CNC
(the "CNC INTERESTS").

      E. TCA Communications, L.L.C., a Texas limited liability company ("TCAC"),
holds the Governmental Permits set forth on SCHEDULE E hereto.

      F. CoxCom holds all the issued and outstanding membership interests of
TCAC (the "TCAC INTERESTS").

      G. Cox Texas Telcom, L.P., a Delaware limited partnership ("CTT"), holds
the Governmental Permits set forth on SCHEDULE G hereto.

      H. CoxCom holds all the issued and outstanding limited partnership
interests of CTT and CTP holds all the issued and outstanding general
partnership interests of CTT (collectively, the "CTT INTERESTS").

      I. CoxCom and CTP desire to sell, and Buyer desires to buy from CoxCom and
CTP all of the CNC Interests, TCAC Interests and CTT Interests as part of the
Transferred Assets hereunder and on the terms and conditions hereinafter set
forth.

      J. As further inducement for Buyer to enter into this Agreement, pursuant
to Section 10.20, Parent is guaranteeing all of the obligations of Sellers under
this Agreement.

<PAGE>

                                   AGREEMENTS:

      In consideration of the above recitals and the covenants and agreements
contained herein, Buyer and Sellers agree as follows:

1.    DEFINED TERMS

      The following terms shall have the following meanings in this Agreement:

      1.1 "ACCOUNTS RECEIVABLE" means the sum of (a) Advertising Accounts
Receivable, (b) Cable Accounts Receivable, (c) Commercial Accounts Receivable
and (d) National Advertising Accounts Receivable.

      1.2 "ACCRUED VACATION" means with respect to any Sellers Employee who
becomes a Transferred Employee, the accrued vacation and personal days to which
such Transferred Employee is entitled under the plans or policies of Sellers or
Sellers' Affiliates as of the Adjustment Time.

      1.3 "ACQUIRED COMPANY" means CNC, CTT or TCAC, as the case may be.

      1.4 "ADJUSTMENT TIME" means 11:59 p.m. on the day prior to the Closing
Date.

      1.5 "ADVERTISING ACCOUNTS RECEIVABLE" means the rights of a Seller or
Acquired Company to payment relating to the Systems for advertising time
relating to the Systems for local or regional accounts provided by such Seller
or Acquired Company prior to the Adjustment Time.

      1.6 "AFFILIATE" means with respect to a Person, any Person directly or
indirectly controlling, controlled by or under common control with such other
Person. For purposes of this definition, the term "control" means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a Person, whether through the
ownership of voting securities or partnership interests, by contract or
otherwise.

      1.7 "AGREEMENT" means this Asset Purchase Agreement.

      1.8 "BASIC CABLE TELEVISION SERVICE" means the lowest tier of video
programming offered by a System consistent with Section 76.901(a) of the FCC's
regulations, 47 C.F.R. Section 76.901(a).

      1.9 "BASIC SUBSCRIBER" means (a) with respect to residential single unit
accounts, each customer with a subscription to Basic Cable Television Service,
(b) with respect to residential bulk accounts, each customer with a primary
outlet served pursuant to a subscription to Basic Cable Television Service and
(c) with respect to commercial accounts, each customer with a subscription to
Basic Cable Television Service, in each case excluding Delinquent Accounts and
Excluded Subscribers.

                                       2

<PAGE>

      1.10 "BUSINESS DAY" means each Monday, Tuesday, Wednesday, Thursday and
Friday that is not a day on which national banking institutions in either
Atlanta, Georgia or New York, New York are authorized or obligated by law or
executive order to be closed.

      1.11 "CABLE ACCOUNTS RECEIVABLE" means the rights of a Seller or Acquired
Company to payment relating to the Systems for residential and commercial video
services, residential telephony services and residential high speed internet
services provided by such Seller or Acquired Company prior to the Adjustment
Time.

      1.12 "CLOSING" means the consummation of the transactions contemplated by
this Agreement in accordance with the provisions of Article 7.

      1.13 "CLOSING DATE" means the date on which the Closing occurs.

      1.14 "CODE" means the Internal Revenue Code of 1986, as amended, and the
regulations thereunder, or any subsequent legislative enactment thereof, each as
in effect from time to time.

      1.15 "COMMERCIAL ACCOUNTS RECEIVABLE" means the rights of a Seller or
Acquired Company to payment relating to the Systems for commercial telephony
services and commercial high speed internet services provided by such Seller or
Acquired Company prior to the Adjustment Time.

      1.16 "COMMUNICATIONS ACT" means the Communications Act of 1934, including
the Cable Communications Policy Act of 1984, the Cable Television Consumer
Protection and Competition Act of 1992 and the Telecommunications Act of 1996,
each as amended, and the FCC's rules, regulations and published policies and
decisions thereunder, each as in effect from time to time.

      1.17 "CONSENT" means any consent, permit, waiver, authorization, approval
or filing of, to or with any Governmental Authorities or other Persons that
Sellers or Buyer is required to obtain for Buyer to own and operate the
Transferred Assets, the Systems and the Acquired Companies on and after the
Closing Date.

      1.18 "CONTRACT" means any contract, agreement, indenture, note, bond,
mortgage, loan, instrument, lease or license (other than a Franchise or
Governmental Permit).

      1.19 "DELINQUENT ACCOUNT" means a customer account that (a) has physically
been disconnected or (b) has a past due balance in excess of $25 (excluding late
charges and amounts subject to a bona fide dispute) for more than ninety (90)
days from the first day of the billing period for which the bill relates.

      1.20 "DIGITAL SUBSCRIBER" means (a) with respect to residential single
unit accounts, each customer with a subscription to any digital tier offered by
a System, (b) with respect to residential bulk accounts, each customer with a
primary outlet served pursuant to a subscription to digital video programming
offered by a System and (c) with respect to commercial accounts, each customer
with a subscription to digital video programming offered by a System, in each
case excluding Delinquent Accounts and Excluded Subscribers.

                                       3

<PAGE>

      1.21 "EMPLOYEE BENEFIT PLAN" means any employee benefit plan, within the
meaning of Section 3(3) of ERISA, and each written stock option, stock
appreciation right, restricted stock, stock purchase, stock unit, incentive,
bonus, profit-sharing, savings, deferred compensation, health, medical, dental,
life insurance, disability, accident, supplemental unemployment or retirement,
severance or benefits continuation or fringe benefit plan, program or agreement
that provides benefits to Sellers Employees, including any Multiemployer Plan.

      1.22 "ENCUMBRANCE" means any lien, encumbrance, pledge, mortgage, deed of
trust, security interest, charge, option, right of first refusal, easement,
proxy, voting trust or agreement or transfer restriction under any shareholder
or similar agreement.

      1.23 "ENVIRONMENTAL LAW" means any Legal Rule relating to the handling,
treatment, transportation or disposal of Hazardous Substances, the protection of
the environment, natural resources or human health and safety as it relates to
environmental protection, including, but not limited to, the Comprehensive
Environmental Response, Compensation and Liability Act, the Resource
Conservation and Recovery Act, the Clean Water Act, the Clean Air Act, the
Natural Environmental Policy Act and any and all analogous state and local laws.

      1.24 "EQUIPMENT" means all electronic and optical devices, trunk and
distribution, service drop, coaxial and optical fiber cable, amplifiers, power
supplies, conduit, vaults and pedestals, grounding and pole hardware, customer
devices (including converters, encoders, transformers behind television sets and
fittings), headend hardware and electronics (including, without limitation,
origination, earth stations, antenna equipment transmission and distribution
systems located on the premises of any of the Real Property, in vehicles or at
repair facilities or on loan to any other system (other than the Systems) of
Sellers and their Affiliates), test and measurement equipment, tools,
construction equipment, vehicles, construction trailers, splicing tools, fiber
splicing trailers, analog and digital studio equipment, computers, monitoring
equipment of any kind, generators, equipment associated with the provisioning
and routing of VoIP and high speed internet, office machines, TV sets and spares
of any of the foregoing located at any of the Systems or in any vehicles, with
respect to each of the foregoing listed items, owned, leased or held for use by
a Seller or Acquired Company and used exclusively in connection with the
ownership and operation of one or more of the Systems, plus such additions
thereto and deletions therefrom between the date of this Agreement and the
Closing Date as permitted by this Agreement.

      1.25 "EQUITY INTERESTS" mean any and all shares, interests, or other
equivalent interests (however designated) in the equity of any Person, including
capital stock, partnership interests and membership interests, and including any
rights, options or warrants with respect thereto.

      1.26 "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, and the regulations thereunder, as in effect from time to time.

      1.27 "EXCLUDED SUBSCRIBER" means, with respect to any residential single
unit account, residential bulk unit account or commercial account, an account
that both has not passed Sellers' credit scoring in accordance with Sellers'
customary policies and has not made at least one (1) monthly payment in full.

                                       4

<PAGE>

      1.28 "EXCLUSIVE COX BUSINESS SERVICES AGREEMENT" means any agreement of
any Seller or any Seller's Affiliate for the provision of video, data and/or
telephony services sold to a commercial customer in connection with the
operation of one or more of the Systems which does not also apply to the
operation of any other cable television system that is not being sold pursuant
to the terms of this Agreement and that is owned or operated by any Seller or
Seller's Affiliate.

      1.29 "EXCLUSIVE COX MEDIA AGREEMENT" means any agreement of any Seller or
any Seller's Affiliate for the provision of advertising sales and services or
advertising sales representation in connection with the operation of one or more
of the Systems which does not also apply to the operation of any other cable
television system that is not being sold pursuant to the terms of this Agreement
and that is owned or operated by any Seller or Seller's Affiliate.

      1.30 "EXCLUSIVE FCC LICENSE" means any FCC License that is used in the
operation of one or more of the Systems, that is not used in connection with the
operation of any other cable system that is not being sold pursuant to the terms
of this Agreement and that is owned or operated by any Seller or Seller's
Affiliate; provided, however, the term "Exclusive FCC License" shall not include
any Telecommunications Authorization.

      1.31 "EXCLUSIVE GOVERNMENTAL PERMIT" means any Franchise, Exclusive FCC
License and Exclusive Telecommunications Authorization and any other material
license, permit or authorization used exclusively in the operation of one or
more of the Systems granted or issued to any Seller or Acquired Company by any
Governmental Authority, including all amendments thereto and renewals or
modifications thereof.

      1.32 "EXCLUSIVE POLE ATTACHMENT AGREEMENT" means any pole attachment
agreement, conduit agreement or similar license or right of any Seller or
Acquired Company to use utility poles related to the operation of one or more of
the Systems which does not also apply to the operation of any other cable
television system that is not being sold pursuant to the terms of this Agreement
and that is owned or operated by any Seller or Seller's Affiliate.

      1.33 "EXCLUSIVE PROGRAMMING AGREEMENT" means any programming agreement or
programming carriage obligation of any Seller or Acquired Company related to the
operation of one or more of the Systems which does not also apply to the
operation of any other cable television system that is not being sold pursuant
to the terms of this Agreement and that is owned or operated by any Seller or
Seller's Affiliate.

      1.34 "EXCLUSIVE RETRANSMISSION CONSENT AGREEMENT" means any retransmission
consent agreement, must carry notice or other related broadcast right or
obligation of any Seller or Acquired Company related to the operation of one or
more of the Systems which does not also apply to the operation of any other
cable television system that is not being sold pursuant to the terms of this
Agreement and is owned or operated by any Seller or Seller's Affiliate.

      1.35 "EXCLUSIVE TELECOMMUNICATIONS AUTHORIZATION" means any FCC
Telecommunications Authorization or State Telecommunications Authorization that
authorizes any Seller or Seller's Affiliate to provide international, interstate
or intrastate Telecommunications Services over a System, that is not being used
in connection with the

                                       5

<PAGE>

operation of any other cable system that is not being sold pursuant to the terms
of this Agreement and that is owned or operated by any Seller or Seller's
Affiliate; provided, however, the term "Exclusive Telecommunications
Authorization" shall not include any Franchise or FCC License.

      1.36 "FCC" means the Federal Communications Commission.

      1.37 "FCC LICENSE" means any license, permit, registration or
authorization granted or issued by the FCC to any Seller or Acquired Company and
used in the operation of one or more of the Systems, including all amendments
thereto and renewals or modifications thereof; provided, however, the term "FCC
License" shall not include any Franchise or Telecommunications Authorization.

      1.38 "FCC TELECOMMUNICATIONS AUTHORIZATION" means an authorization granted
or issued by the FCC to provide Telecommunications Services.

      1.39 "FRANCHISE" means any franchise, permit, license, resolution,
contract, certificate, agreement or similar authorization, or any renewal
thereof, issued by a Franchising Authority authorizing the construction and
operation of a System; provided, however, the term "Franchise" shall not include
any FCC License or Telecommunications Authorization.

      1.40 "FRANCHISING AUTHORITY" means any Governmental Authority which has
issued a Franchise.

      1.41 "GAAP" means United States generally accepted accounting principles
and practices as in effect from time to time.

      1.42 "GOVERNMENTAL AUTHORITY" means the United States government or any
state, or other political subdivision thereof or any entity exercising
executive, legislative, judicial, regulatory or administrative functions on
their behalf.

      1.43 "GOVERNMENTAL PERMIT" means any Franchise, FCC License and
Telecommunications Authorization used in the operation of one or more of the
Systems granted or issued to any Seller or Acquired Company by any Governmental
Authority and any other material license, permit or authorization used in the
operation of one or more of the Systems granted or issued to any Seller or
Acquired Company by any Governmental Authority, including all amendments thereto
and renewals or modifications thereof.

      1.44 "HAZARDOUS SUBSTANCE" means any pollutant, contaminant, waste,
hazardous or toxic substance, constituent, or material, including petroleum
products and their derivatives, or other substances regulated under or pursuant
to Environmental Law.

      1.45 "HIGH SPEED DATA SUBSCRIBER" means a residential primary outlet
served pursuant to a subscription to any level of residential high speed data
service, excluding Delinquent Accounts and Excluded Subscribers.

      1.46 "HSR ACT" means the Hart-Scott-Rodino Antitrust Improvements Act of
1976, and the regulations promulgated by the Federal Trade Commission with
respect thereto, as amended and in effect from time to time.

                                       6

<PAGE>

      1.47 [INTENTIONALLY OMITTED]

      1.48 "INDEPENDENT ACCOUNTING FIRM" means (a) an independent certified
public accounting firm in the United States of national recognition (other than
a firm which then serves as the independent auditor for any of Sellers or Buyer
or any of their respective Affiliates) mutually acceptable to Sellers and Buyer
or (b) if Sellers and Buyer are unable to agree upon such a firm, then Sellers,
collectively, and Buyer shall each select a representative from one such firm
and those two individuals shall select a third firm, in which event "Independent
Accounting Firm" shall mean such third firm.

      1.49 "INITIAL ADJUSTMENT STATEMENT" means the unaudited statement of the
Current Adjustment and the Operating Cash Flow Adjustment, delivered by Sellers
to Buyer pursuant to Section 2.6.3.

      1.50 "INTELLECTUAL PROPERTY" means all right, title and interest in or
relating to intellectual property, whether protected, created or arising under
the laws of the United States or any other jurisdiction, including: (i) all
patents and applications therefor, including all continuations, divisionals, and
continuations-in-part thereof and patents issuing thereon, along with all
reissues, reexaminations and extensions thereof (collectively, "PATENTS"); (ii)
all trademarks, service marks, trade names, service names, brand names, trade
dress rights, logos, corporate names, trade styles, logos and other source or
business identifiers and general intangibles of a like nature, together with the
goodwill associated with any of the foregoing, along with all applications,
registrations, renewals and extensions thereof; (iii) all Internet domain names;
(iv) all copyrights and all mask work, database and design rights, whether or
not registered or published, all registrations and recordations thereof and all
applications in connection therewith, along with all reversions, extensions and
renewals thereof (collectively, "COPYRIGHTS"); (iv) trade secrets ("TRADE
SECRETS") and (v) all other intellectual property rights arising from or
relating to Technology.

      1.51 "KNOWLEDGE" means, with respect to Sellers, the actual knowledge,
after due inquiry, of the individuals set forth on SCHEDULE 1.51(a), and with
respect to Buyer, the actual knowledge, after due inquiry, of the individuals
set forth on SCHEDULE 1.51(b).

      1.52 "LEGAL RULES" mean any applicable statute, ordinance, code or other
law, rule, regulation, order, or other written standard, requirement, policy or
procedure enacted, adopted, promulgated, applied or followed, by any
Governmental Authority applicable to the Transferred Assets or any of the
Systems.

      1.53 "LEASED REAL PROPERTY" means leasehold interests in real estate held
by any Seller or Acquired Company and used exclusively in connection with the
ownership and operation of one or more of the Systems as of the date of this
Agreement, plus such additions thereto and deletions therefrom between the date
of this Agreement and the Closing Date as permitted by this Agreement.

      1.54 "LIABILITY" means debts, losses, Taxes, fines, penalties or
obligations (whether direct or indirect, known or unknown, asserted or
unasserted, absolute or contingent, accrued or unaccrued, matured or unmatured,
determined or undeterminable, disputed or undisputed,

                                       7

<PAGE>

liquidated or unliquidated, or due or to become due, and whether in contract,
tort, strict liability or otherwise) and all costs, expenses, damages,
liabilities, losses, claims, judgments or settlements, including, without
limitation, reasonable attorney and professional fees, imposed on or otherwise
suffered by a Person related to the foregoing.

      1.55 "LICENSED INTELLECTUAL PROPERTY" means all Intellectual Property used
in connection with the business or operations of one or more of the Systems,
other than Transferred Intellectual Property.

      1.56 "MASTER CARRIER AGREEMENT" means (a) a master carrier agreement
pursuant to which one or more Sellers or Seller's Affiliates lease network
capacity (either as a lessor or lessee) and/or provide or use related
Telecommunications Services listed on SCHEDULE 1.56 or (b) such other agreement
listed on SCHEDULE 1.56.

      1.57 "MASTER CBI AGREEMENT" means a master Cox Business Internet agreement
listed on SCHEDULE 1.57.

      1.58 "MATERIAL ADVERSE EFFECT" means any change, event or effect (1) that
has been or would reasonably be likely to be materially adverse to the business,
properties, liabilities, operations, assets or condition (financial or
otherwise) of the Systems, taken as a whole, other than any of the following:
(a) matters affecting the cable television industry generally (including,
without limitation, (i) any federal or state governmental actions, including
without limitation, proposed or enacted legislation or regulations or (ii)
accounting or litigation matters) that do not affect the Systems
disproportionately from similarly situated participants in the cable industry;
(b) matters relating to or arising from local, regional or national economic
conditions (including, without limitation, financial and capital markets) that
do not affect the Systems disproportionately from similarly situated
participants in the cable industry; (c) matters relating to or arising from the
announcement or pendency of the transaction contemplated by this Agreement; (d)
actions taken by Buyer or its Affiliates; (e) any changes in competition
affecting the Systems; and (f) consequences of the taking of any action
contemplated or required by this Agreement; or (2) that would prevent Sellers
from performing their obligations hereunder and consummating the transactions
contemplated hereby.

      1.59 "MATERIAL LEASED REAL PROPERTY" means the Leased Real Property that
is the subject of a Material Real Property Lease.

      1.60 "MATERIAL REAL PROPERTY LEASE" means a Real Property Lease (a) that
requires rent or other payments annually in excess of $50,000, (b) the subject
of which is a headend, or (c) the subject of which is a call center.

      1.61 "MATERIAL TRANSFERRED CONTRACT" means each (a) Material Real Property
Lease, (b) material Exclusive Pole Attachment Agreement, (c) material Exclusive
Programming Agreement, (d) material Exclusive Retransmission Consent Agreement
and (e) any other Contract that requires payment annually in excess of $250,000
and has a remaining stated term of longer than twelve (12) months from the date
of this Agreement and which cannot be terminated on sixty (60) days' notice or
less without the payment of any penalty.

                                       8

<PAGE>

      1.62 "MULTIEMPLOYER PLAN" means a plan, as defined in ERISA Section 3(37)
or 4001(a)(3), to which Sellers or any trade or business which would be
considered a single employer with Sellers under Section 4001(b)(1) of ERISA or
part of the same "controlled group" as the Sellers under Section 302(d)(8)(C) of
ERISA, contributed, contributes or is required to contribute that provides
benefits to Sellers Employees.

      1.63 "NATIONAL ADVERTISING ACCOUNTS RECEIVABLE" means the rights of a
Seller or Acquired Company to payment relating to the Systems for advertising
time for accounts established or managed through National Cable Communications,
KMAY (NBC), Cabletyme or CTV provided by such Seller or Acquired Company prior
to the Adjustment Time.

      1.64 "NON-EXCLUSIVE COX MEDIA AGREEMENT" means (a) an agreement that
applies to advertising sales for advertising both on cable television systems
that are included within the Systems and on cable television systems that are
not being sold pursuant to the terms of this Agreement and which are owned or
operated by any Seller or Seller's Affiliate and (b) an advertising sales
representation agreement or other agreement listed on SCHEDULE 1.64.

      1.65 "NON-EXCLUSIVE POLE ATTACHMENT AGREEMENT" means a pole attachment
agreement granting rights to both cable television systems included within the
Systems and cable television systems that are not being sold pursuant to the
terms of this Agreement and which are owned or operated by any Seller or
Seller's Affiliate and that are listed on SCHEDULE 1.65.

      1.66 "NON-EXCLUSIVE RETRANSMISSION CONSENT AGREEMENT" means a
retransmission consent agreement granting rights to both cable television
systems included within the Systems and cable television systems that are not
being sold pursuant to the terms of this Agreement and which are owned or
operated by any Seller or Seller's Affiliate and that are listed on SCHEDULE
1.66.

      1.67 "OTHER REAL PROPERTY INTEREST" means any interest in real property
(other than Owned Real Property, Leased Real Property or Excluded Real Property)
held by any Seller or Acquired Company and used exclusively in connection with
the ownership and operation of one or more of the Systems as of the date of this
Agreement, including easements, licenses, rights to access and rights-of-way,
plus such additions thereto and deletions therefrom between the date of this
Agreement and the Closing Date as permitted under this Agreement.

      1.68 "OWNED REAL PROPERTY" means fee simple interests in a parcel of real
estate and the buildings and improvements thereon (other than Excluded Real
Property) owned by any Seller or Acquired Company and used exclusively in
connection with the ownership and operation of one or more of the Systems as of
the date of this Agreement, plus such additions thereto and deletions therefrom
between the date of this Agreement and the Closing Date as permitted under this
Agreement. The term "Owned Real Property" does not include any Other Real
Property Interests or Leased Real Property.

      1.69 "PERMITTED ENCUMBRANCES" mean any of the following liens or
encumbrances: (a) landlord's liens for sums not yet due or being diligently
contested in good faith; (b) liens for current Taxes, assessments and
governmental charges not yet due or being contested in good faith by appropriate
proceedings; (c) liens arising out of judgments or awards against a Seller or

                                       9

<PAGE>

Acquired Company with respect to which at the time there shall be a prosecution
for appeal or there shall be a proceeding to review or the time limit has not
yet run for such an appeal or review with respect to such judgment or award; (d)
liens of carriers, warehousemen, mechanics, laborers, and materialmen and other
similar statutory liens incurred in the ordinary course of business for sums not
yet due or being diligently contested in good faith; (e) liens (other than
Encumbrances imposed by ERISA) incurred in the ordinary course of business in
connection with worker's compensation and unemployment insurance or similar
laws; (f) with respect to Real Property, leases, easements, rights to access,
rights-of-way, mineral rights or other similar reservations, restrictions or
defects of title, in each such instance any of which either individually or in
the aggregate, do not materially affect the operations of any System as
currently operated; (g) liens, liabilities or encumbrances which are, or are
related to, Assumed Liabilities including, without limitation, liens on leased
Personal Property and Leased Real Property; (h) leasehold interests in real
property leased to third parties by a Seller; and (i) restrictions set forth in,
or rights granted to Franchising Authorities or other Governmental Authorities
as set forth in, the Franchises, Governmental Permits or Legal Rules.

      1.70 "PERSON" means any individual, corporation, limited liability
company, partnership, company, sole proprietorship, joint venture, trust,
estate, association, organization, Governmental Authority or other entity.

      1.71 "PERSONAL PROPERTY" means all of the tangible and intangible personal
property (other than personal property specifically listed on SCHEDULE 2.2)
owned or leased by a Seller or Acquired Company and used exclusively in
connection with the ownership and operation of one or more of the Systems as of
the date of this Agreement, including, without limitation, Exclusive
Governmental Permits, Transferred Contracts, Petty Cash, Accounts Receivable,
Equipment, Subscriber Information, customer lists and billing records for the
Systems, Transferred Intellectual Property, Transferred Motor Vehicles, office
furnishings and office equipment, plus such additions thereto and deletions
therefrom between the date of this Agreement and the Closing Date as permitted
under this Agreement.

      1.72 "PETTY CASH" means petty cash at locations in the Systems in an
amount not to exceed $100,000.00 in the aggregate.

      1.73 "POST-CLOSING ADJUSTMENT STATEMENT" means the unaudited statement of
the Current Adjustment and the Operating Cash Flow Adjustment delivered by Buyer
to Sellers pursuant to Section 2.6.3(ii).

      1.74 "PROGRAMMER" means the party to the Programmer Optional Programming
Agreements, other than one of the Sellers or an Affiliate of one of the Sellers.

      1.75 "PROGRAMMER OPTIONAL PROGRAMMING AGREEMENTS" mean those programming
agreements for the programming networks listed on SCHEDULE 1.75(a) and SCHEDULE
1.75(b) unless a Programmer who is a party to a Programmer Optional Programming
Agreement elects not to exercise its option to require Buyer to assume such
programming agreement.

      1.76 "PURCHASED INTERESTS" mean the CNC Interests, CTT Interests and TCAC
Interests.

                                       10

<PAGE>

      1.77 "REAL PROPERTY" means the Owned Real Property, Leased Real Property
and Other Real Property Interests.

      1.78 "REAL PROPERTY LEASE" means a lease agreement the subject of which is
Leased Real Property.

      1.79 "REQUIRED PROGRAMMING AGREEMENT" means an affiliation agreement with
Cox Communications Louisiana, LLC substantially in the form attached hereto as
EXHIBIT A.

      1.80 "REVENUE GENERATING UNITS" or "RGUS" mean the sum of (a) Basic
Subscribers, (b) Digital Subscribers, (c) High Speed Data Subscribers and (d)
Telephony Subscribers.

      1.81 "SELLERS EMPLOYEES" mean those employees of any Seller or any
Acquired Company who work primarily at or for one or more of the Systems or any
Acquired Company.

      1.82 "SEPARATED ADVERTISING SALES RIGHTS" mean those rights and
obligations relating to one or more of the Systems which arise under a
Non-Exclusive Cox Media Agreement, subject to the terms and conditions of such
Non-Exclusive Cox Media Agreement.

      1.83 "SEPARATED CARRIER RIGHTS" mean those rights and obligations relating
to one or more of the Systems which arise under a Master Carrier Agreement,
subject to the terms and conditions of such Master Carrier Agreement.

      1.84 "SEPARATED CBI RIGHTS" mean those rights and obligations relating to
one or more of the Systems which arise under a Master CBI Agreement, subject to
the terms and conditions of such Master CBI Agreement.

      1.85 "SEPARATED RETRANSMISSION RIGHTS" mean those retransmission consent
rights and obligations relating to one or more of the Systems which arise under
a Non-Exclusive Retransmission Consent Agreement, subject to the terms and
conditions of such Non-Exclusive Retransmission Consent Agreement.

      1.86 "SEVERANCE MAXIMUM" means the amount set forth on SCHEDULE 1.86.

      1.87 "SOFTWARE" means any and all (i) computer programs, including any and
all software implementations of algorithms, models and methodologies, whether in
source code or object code; (ii) databases and compilations, including any and
all data and collections of data, whether machine readable or otherwise; (iii)
descriptions, flow-charts and other work product used to design, plan, organize
and develop any of the foregoing, screens, user interfaces, report formats,
firmware, development tools, templates, menus, buttons and icons; and (iv) all
documentation, including user manuals and other training documentation related
to any of the foregoing, in each case used in connection with the business or
operations of one or more of the Systems, other than Transferred Intellectual
Property, but including, without limitation, the proprietary software set forth
on schedule A to the Intellectual Property License Agreement.

      1.88 "STATE CONSENT" means any Consent of a State Regulatory Authority
required for (a) the sale of any Transferred Asset (including without limitation
a State Telecommunications Authorization) used in the provision of
Telecommunications Services by any of the Systems or

                                       11

<PAGE>

(b) the replacement by Buyer of the Telecommunications Authorizations set forth
on SCHEDULE 2.8.3, as contemplated in Section 5.3.1(iii) of this Agreement.

      1.89 "STATE REGULATORY AUTHORITY" means any state Governmental Authority
with authority over the provision of Telecommunications Service.

      1.90 "STATE TELECOMMUNICATIONS AUTHORIZATION" means an authorization
granted or issued by a State Regulatory Authority to provide Telecommunications
Services.

      1.91 "SUBSCRIBER INFORMATION" means personally identifiable information
pertaining to customers, including, without limitation (a) names, (b) telephone
numbers, (c) e-mail addresses, where available (d) billing addresses, (e) credit
card numbers and expiration dates (for those subscribers who currently pay their
monthly bills through automatic credit card payments) and (f) bank account
numbers and routing numbers (for those subscribers who currently pay their
monthly bills through automatic withdrawals from their bank accounts).

      1.92 "TAX RETURN" means any return, report or statement required to be
filed with respect to any Tax (including any schedules or attachments thereto,
and any amendment thereof), including any information return, claim for refund,
amended return or declaration of estimated Tax, and including, where permitted
or required, combined, consolidated or unitary returns for any group of entities
that includes Sellers, any of their subsidiaries, or any of their Affiliates.

      1.93 "TAXES" mean all federal, state, local or foreign income, franchise,
sales, use, ad valorem, value added, net or gross proceeds, gains, profits,
capital, withholding, payroll, employment, unemployment, social security,
workers' compensation, license, excise or real or personal property taxes,
customs, duties, fees and charges or levies of any kind, together with any
interest thereon and any penalties, additions to tax or additional amounts
applicable thereto, and any liability in respect of any items described above
payable by reason of contract, assumption, transferee liability, operation of
law, Treasury Regulations Section 1.1502-6(a) (or any predecessor or successor
thereof or any analogous or similar provision under law) or otherwise.

      1.94 "TAXING AUTHORITY" means the Internal Revenue Service of the United
States and any other Governmental Authority responsible for the administration
of any Tax.

      1.95 "TECHNOLOGY" means, collectively, all Software, information, designs,
formulae, algorithms, procedures, methods, techniques, ideas, know-how, research
and development, technical data, programs, subroutines, tools, materials,
specifications, processes, inventions (whether patentable or unpatentable and
whether or not reduced to practice), apparatus, creations, improvements, works
of authorship and other similar materials, and all recordings, graphs, drawings,
reports, analyses, and other writings, and other tangible embodiments of the
foregoing, in any form whether or not specifically listed herein, and all
related technology, that are used in, incorporated in, embodied in, displayed by
or relate to, or are used in connection with the foregoing.

      1.96 "TELECOMMUNICATIONS AUTHORIZATION" means any FCC Telecommunications
Authorization or State Telecommunications Authorization that authorizes any
Seller or a Seller's Affiliate to provide international, interstate or
intrastate Telecommunications Services over a

                                       12

<PAGE>

System; provided, however, the term "Telecommunications Authorization" shall not
include any Franchise or FCC License.

      1.97 "TELECOMMUNICATIONS SERVICE" shall have the meaning set forth in
Section 3(46) of the Communications Act as of the date of this Agreement, 47
U.S.C. Section 153(46).

      1.98 "TELEPHONY SUBSCRIBER" means a residential primary outlet served
pursuant to a subscription to any level of circuit-switched or VoIP telephony
service, excluding Delinquent Accounts and Excluded Subscribers.

      1.99 "TRANSFERRED ASSETS" mean such tangible and intangible assets owned
or leased by any Seller which are to be sold and transferred to Buyer pursuant
to Section 2.1.

      1.100 "TRANSFERRED CONTRACTS" mean any of the following Contracts (other
than any Contracts that are Excluded Assets) that are either (a) in effect on
the date of this Agreement (other than those that expire by their terms and are
not renewed prior to the Closing) or (b) entered into by either any Seller or
any Acquired Company between the date of this Agreement and the Closing Date as
permitted under this Agreement:

            i. Exclusive Pole Attachment Agreements;

            ii. Exclusive Retransmission Consent Agreements;

            iii. Exclusive Programming Agreements;

            iv. Exclusive Cox Media Agreements;

            v. Exclusive Cox Business Services Agreements; and

            vi. any of the following Contracts to which any Seller or Acquired
Company is a party and which relates exclusively to either the Transferred
Assets or the business or operations of one or more of the Systems:

                  A. personal property leases;

                  B. Real Property Leases;

                  C. tower leases (for which a Seller is a lessor or lessee);

                  D. subscription agreements with customers for cable, internet
and telephony services provided by the Systems (other than Exclusive Cox
Business Services Agreements);

                  E. maintenance agreements;

                  F. railroad crossing agreements;

                  G. Other Real Property Interest agreements; and

                                       13

<PAGE>

                  H. other agreements

            vii. non-exclusive Contracts listed on SCHEDULE 1.100.

      1.101 "TRANSFERRED INTELLECTUAL PROPERTY" means (i) all Seller-owned
internet domain names set forth on SCHEDULE 1.101 that are used exclusively in
connection with the business or operations of one or more of the Systems and
(ii) the right to use the company name "TCA Communications, L.L.C." in full, but
not any abbreviation or derivation thereof.

      1.102 "TRANSFERRED MOTOR VEHICLES" means the motor vehicles used
exclusively in connection with the ownership and operation of one or more of the
Systems (it being understood that at or prior to Closing, Sellers shall, at
their expense, discharge any operating or capitalized master lease agreements or
lease agreements relating to vehicles used exclusively in connection with the
business or operations of one or more of the Systems), including those motor
vehicles described in SCHEDULE 1.102, except as the vehicles listed thereon may
be changed, replaced, or disposed of from time to time in the ordinary course of
business consistent with past practices after the date hereof.

      1.103 "2005 OPERATING CASH FLOW" shall mean for the period from January 1
through December 31, 2005, an amount equal to the following:

            i. As such amounts are set forth in the December 31, 2005 Audited
Financial Statement (as defined in Section 5.2.1 below), the revenues of the
Systems less cost of services (excluding depreciation and amortization) and
selling, general and administrative expenses (excluding depreciation and
amortization); plus

            ii. The sum of the following items:

                  A. general corporate overhead expense, allocated to the
Systems;

                  B. local overhead expense from regional offices of the Sellers
or their Affiliates, for services provided to one or more of the Systems;

                  C. non-recurring items of an unusual nature and amounts in
connection with: (1) the transactions contemplated by this Agreement, including,
without limitation, incentive bonuses and like items and the restructuring in
the MAC System; (2) Hurricane Rita and other natural disasters; and (3) amounts
incurred in respect of long-term incentive plans, unit appreciation plans and
like items; and

                  D. amounts associated with:

                        (1) adjustments to reflect the difference between the
programming rates allocated to the Systems by Parent and the actual effective
contractual rates associated with premium programming services provided by the
Systems;

                        (2) up to Five Million Dollars ($5,000,000.00) of the
sum of:

                                       14

<PAGE>

                              (aa) adjustments to reflect the amount of indirect
costs capitalized in connection with the construction of cable transmission and
distribution facilities and capitalized installation services based on a change
from the rate applicable to Parent and its subsidiaries, taken as a whole, to
that applicable to the Systems considered as a stand-alone entity; and

                              (bb) adjustments for recognition of changes in the
materiality standard in respect of recognition of programming incentives, taking
into account the difference in size between the Systems considered as a
stand-alone entity compared to Parent and its subsidiaries, taken as a whole.

With respect to the foregoing allocations, adjustments and the like in clause
(ii) (A) - (D) above, such allocations, adjustments and the like shall be made
in a manner consistent with the methodology and practices used in determining
similar allocations, adjustments and the like for 2004, as illustrated in
SCHEDULE 1.103 attached hereto.

With respect to the foregoing, any reference to a System or Systems shall
include any cable system included in such System to the extent relevant.

      1.104 "2005 OPERATING CASH FLOW TARGET" shall mean Two Hundred Fifty-Seven
Million Nine Hundred Thousand Dollars ($257,900,000.00).

      1.105 "WARN ACT" means the Worker Adjustment and Retraining Notification
Act, as amended and as in effect from time to time.

      1.106 List of Additional Definitions. The following is a list of
additional terms used in this Agreement and a reference to the Section hereof in
which such term is defined:

<TABLE>
<CAPTION>
Term                                                          Section
----                                                          -------
<S>                                                           <C>
Acquisition Transaction                                       5.19.1
Additional New Court TV Analog Subscribers                    5.16.4
Antitrust Division                                            5.4
Audited Financial Statements                                  3.5
Assumed Liabilities                                           2.7.1
Assumption Agreement                                          7.2.2
Bill of Sale                                                  7.2.1
Brokerage Services                                            3.20
Buyer                                                         Preamble
Buyer Indemnified Parties                                     9.2
California System                                             Recitals
Cap                                                           9.5.2
CCL                                                           Preamble
Claimant                                                      9.4.1
CNC                                                           Recitals
CNC Interests                                                 Recitals
COBRA                                                         5.8.3
</TABLE>

                                       15

<PAGE>

<TABLE>
<S>                                                           <C>
Copyright Act                                                 3.15.3
Copyright Filings                                             3.15.3
Copyrights                                                    1.50
Court TV Minimum                                              5.16.4
CoxCom                                                        Preamble
CSWH                                                          Preamble
CTT                                                           Recitals
CTT Interests                                                 Recitals
CTP                                                           Preamble
Current Adjustment                                            2.6.1
Current New Court TV Analog Subscribers                       5.16.4
December 31, 2005 Audited Financial Statements                5.2.1
Deductible                                                    9.5.1
Deposit                                                       2.3
Deposits                                                      2.6.1
Deposit Escrow Agreement                                      2.3
Designated Area                                               5.18.1
Direct Claim                                                  9.4.1
Eligible Employees                                            5.8.1
End Date                                                      8.1.3
Environmental Firm                                            5.9.1
Escrow Agent                                                  2.3
Excluded Assets                                               2.2
Excluded Real Property                                        2.2.15
Exclusion Notice                                              5.8.1
Financial Statements                                          3.5
Financing Commitments                                         4.5
Franchise Right of First Refusal                              2.9
FTC                                                           5.4
Indemnifying Party                                            9.4.1
Intellectual Property License Agreement                       5.7
MAC System                                                    Recitals
Management Agreement                                          10.1.3
North Carolina System                                         Recital
Operating Cash Flow Adjustment                                2.6.2
Outsourcing Agreement                                         10.1.4
Patents                                                       1.50
Pre-Closing Covenants                                         9.1
Prepaid Expenses                                              2.6.1
Programming Assumption Agreements                             5.16.1
Projections                                                   5.14.1
Purchase Price                                                2.4
Real Property Capitalized Leases                              2.6.1(ii)(E)
Related Agreements                                            3.2
Related Franchise Assets                                      10.1.1
Related Telecommunications Assets                             10.1.1
</TABLE>

                                       16

<PAGE>

<TABLE>
<S>                                                           <C>
Reorganization Plan                                           5.8.7
Representatives                                               5.19.1
Required Action                                               5.9.1
Required Consents                                             6.1.5
Resale Certificates                                           5.5.3
Restricted Business                                           5.18.1
Retained Franchises                                           10.1.1
Retained Taxes                                                9.2.4
Retained Telecommunications Operation                         10.1.1
Sellers                                                       Preamble
Sellers Indemnified Parties                                   9.3
Severance Excess                                              5.8.7
Intellectual Property License Agreement                       5.7
SEC                                                           3.5
Subsequent Transfer                                           10.1.2
Survival Period                                               9.1
Systems                                                       Recitals
TCAC                                                          Recitals
TCAC Interests                                                Recitals
TCAP                                                          Preamble
Third Party Claim                                             9.4.1
Telcom Entities                                               3.4.1(ii)
Trade Secrets                                                 1.50
Transfer Taxes                                                5.5.1
Transferred Employees                                         5.8.1
Transition Services Agreement                                 5.7
Unaudited Financial Statements                                3.5
West Texas System                                             Recitals
</TABLE>

2.    SALE AND PURCHASE OF TRANSFERRED ASSETS

      2.1 Agreement to Sell and Purchase. Subject to the terms and conditions
set forth in this Agreement, Sellers hereby agree to sell, transfer and deliver
to Buyer at Closing, and Buyer agrees to purchase from Sellers at Closing, all
of the Transferred Assets listed below, free and clear of any Encumbrances,
other than Permitted Encumbrances:

            2.1.1 The Personal Property;

            2.1.2 The Exclusive Governmental Permits (other than any Exclusive
Governmental Permit set forth on SCHEDULE 2.2);

            2.1.3 The Real Property;

            2.1.4 Subject to Section 2.2.2, all books and records relating to
the operation of the Systems and the Transferred Assets, including without
limitation copies of the Transferred Contracts and all correspondence and
memoranda relating thereto, Subscriber Information, customer records and all
records required by the Franchising Authorities to be kept by the

                                       17

<PAGE>

Systems and the minute books and similar company records of the Acquired
Companies (provided that Sellers may retain copies of company records of the
Acquired Companies);

            2.1.5 Prepaid Expenses and Deposits;

            2.1.6 In accordance with and subject to the terms and conditions set
forth in Section 5.16, the Required Programming Agreement and the Programmer
Optional Programming Agreements, each solely with respect to the Systems;

            2.1.7 In accordance with and subject to the terms and conditions set
forth in Section 5.3, the Separated Retransmission Rights, the Separated Carrier
Rights, the Separated CBI Rights and the Separated Advertising Sales Rights;

            2.1.8 The assets listed in SCHEDULE 2.1.8;

            2.1.9 The Purchased Interests;

            2.1.10 The right to use the company name "TCA Communications,
L.L.C." in full, but not any abbreviation or derivation thereof; and

            2.1.11 The goodwill and going concern value generated by Sellers
with respect to the Systems; and

            2.1.12 Such other assets owned by Sellers and not specifically set
forth above, used exclusively in the conduct of the business and operations of
the Systems as conducted as of the date hereof by Sellers, other than Excluded
Assets or those assets set forth on or described in SCHEDULE 3.22.

      2.2 Excluded Assets. Notwithstanding anything set forth in this Agreement
to the contrary, the Transferred Assets shall exclude the following assets
(collectively, the "EXCLUDED ASSETS"):

            2.2.1 Except for any Petty Cash, any Seller's cash on hand as of the
Adjustment Time and all other cash, checks, drafts or cash equivalents in any
Seller's bank, savings or lockbox accounts, including, without limitation,
customer advance payments and deposits; any and all bonds, surety instruments,
insurance policies and all rights and claims thereunder (except as specifically
provided herein), letters of credit or other similar items, including, without
limitation those listed on SCHEDULE 3.19, and any cash surrender value in regard
thereto, and any stocks, bonds, certificates of deposit and similar investments
(other than the Purchased Interests);

            2.2.2 Any books and records that any Seller is required by law to
retain (provided that copies of such books and records will be made available to
Buyer) or is otherwise prohibited by law to disclose and any correspondence,
memoranda, books of account, Tax reports and Tax Returns (other than Tax reports
and Tax Returns filed by the Acquired Companies and in possession of a Seller or
an Affiliate of Seller) and the like related to the Systems and all files
related to the Systems that are located at Parent's headquarters in Atlanta,
Georgia, and Sellers' corporate minute books and other books and records related
to internal company matters and financial relationships with Sellers' lenders
and Affiliates;

                                       18

<PAGE>

            2.2.3 Any claims, rights and interest in and to any refunds of
federal, state or local franchise, income or other Taxes or fees of any nature
whatsoever for periods prior to the Adjustment Time including, without
limitation, fees paid to the United States Copyright Office or any choses in
action owned by Sellers relating to such refunds;

            2.2.4 All programming agreements (other than the Required
Programming Agreement, the Exclusive Programming Agreements and, if applicable,
the Programmer Optional Programming Agreements) of any Seller or any Affiliate
of any Seller, including those relating to or benefiting the Systems;

            2.2.5 All retransmission consent agreements (other than Exclusive
Retransmission Consent Agreements) of any Seller or any Affiliate of any Seller,
including those relating to or benefiting the Systems including, without
limitation, all rights under Non-Exclusive Retransmission Agreements (other than
Separated Retransmission Rights);

            2.2.6 All pole attachment agreements (other than Exclusive Pole
Attachment Agreements) of any Seller or any Affiliate of any Seller, including
those relating to or benefiting the Systems;

            2.2.7 All corporate names, trademarks, trade names, domain names,
service marks, service names, logos and similar proprietary rights of any Seller
(including, without limitation, any use of the names "Cox" or "TCA" or any
derivations thereof) whether or not used in the business or operations of the
Systems (other than the company name "TCA Communications, L.L.C."), except for
the Transferred Intellectual Property;

            2.2.8 Any and all assets and rights of any Seller that are not used
exclusively in connection with, or do not relate exclusively to, the ownership
and operation of one or more of the Systems, except for those assets or rights
specifically set forth on SCHEDULE 2.1.8;

            2.2.9 All rights to receive fees or services from any Seller or any
Affiliate of any Seller and any contracts, agreements or other arrangements
between any Seller and an Affiliate of any Seller, other than pursuant to
Transferred Contracts, Accounts Receivable or the Related Agreements;

            2.2.10 All equipment, Software and agreements related to any
Seller's customer billing systems whether or not used exclusively or otherwise
in the business of one or more of the Systems;

            2.2.11 Any Employee Benefit Plan and its related assets;

            2.2.12 All rights and licenses to Software, including without
limitation, the Software owned, developed or used by Cox Media, L.L.C. used in
connection with the operation of the Systems, other than pursuant to and in
accordance with the terms and conditions set forth in the Intellectual Property
License Agreement;

            2.2.13 All Governmental Permits (other than Exclusive Governmental
Permits) of any Seller or any Seller's Affiliate, including those relating to or
benefiting the Systems; and

                                       19

<PAGE>

            2.2.14 Licensed Intellectual Property.

            2.2.15 The (i) real property (the "Excluded Real Property") and (ii)
other assets listed on SCHEDULE 2.2.

      2.3 Deposit Escrow. Within three Business Days of the execution and
delivery of this Agreement by Sellers and Buyer, Buyer shall deliver a cash
deposit in U.S. Dollars in an amount equal to Thirty-Five Million Dollars
($35,000,000.00) (the "DEPOSIT") to an escrow agent selected by Sellers and
reasonably acceptable to Buyer ("ESCROW AGENT") to secure the timely performance
and fulfillment of Buyer's obligations under this Agreement. The Deposit shall
be held in an account and applied pursuant to the terms of that certain Deposit
Escrow Agreement, substantially in the form attached hereto as EXHIBIT B (the
"DEPOSIT ESCROW AGREEMENT"), with such changes requested by Escrow Agent and
mutually acceptable to Buyer and Sellers, each acting reasonably, to be executed
by Buyer, Sellers and Escrow Agent concurrently with the delivery of the
Deposit. Notwithstanding anything to the contrary set forth herein, Sellers
shall have the right to terminate this Agreement if Buyer fails to deliver the
Deposit timely as provided for herein. The Deposit will be invested as provided
in the Deposit Escrow Agreement. At the Closing, the amount of the Deposit,
together with interest thereon, shall be delivered to Sellers and credited
against the Purchase Price. In the event the transactions contemplated hereby
are not consummated or in the event of a termination of this Agreement, the
Deposit, together with interest thereon, shall be paid in accordance with
Section 8.2 hereof.

      2.4 Purchase Price. The purchase price for the Transferred Assets shall be
Two Billion Five Hundred Fifty Million Dollars ($2,550,000,000.00) (the
"PURCHASE PRICE"), which amount shall be adjusted as provided in Section 2.6
below. At the Closing, Buyer shall deliver to Sellers, via wire transfer(s) of
immediately available funds in U.S. Dollars in accordance with Sellers' written
instructions provided at least two (2) Business Days prior to the Closing, the
Purchase Price (a) reduced by the amount of the Deposit, together with interest
thereon, delivered to Sellers on the Closing Date pursuant to Section 2.3,
above, and (b) subject to adjustment on the Closing Date as provided in Section
2.6, below.

      2.5 Allocation of Purchase Price. Sellers and Buyer agree to use good
faith efforts to agree to an allocation of the aggregate purchase consideration
among the Transferred Assets (and among the assets of each of CNC and TCAC and
the Purchased Interests in CTT) in a manner consistent with Section 1060 of the
Code and the United States Treasury Regulations promulgated thereunder within
sixty (60) days after the Closing Date and, if Sellers and Buyer reach such
agreement, then Sellers and Buyer agree (i) to file all income Tax forms and
returns (including IRS Form 8594 or any successor form) in accordance with such
allocation, (ii) to update such Tax forms or returns in accordance with the
methods used in making the allocation to the extent necessary to reflect
purchase price adjustments, and (iii) not to take any position before any taxing
authority that is inconsistent with such allocation. If Sellers and Buyer shall
not have agreed on such allocation by the sixtieth (60th) day following the
Closing Date, then Sellers and Buyer shall have no further obligations pursuant
to this Section 2.5, and each of Sellers and Buyer shall make its own
determination of such allocation for financial and tax reporting purposes. For
purposes of this Section 2.5, the Transferred Assets shall include the covenant
not to compete in Section 5.18.

                                       20

<PAGE>

      2.6 Adjustments to the Purchase Price. The Purchase Price shall be subject
to adjustment, as of the Adjustment Time, as follows:

            2.6.1 The Purchase Price shall be subject to:

                  (i) an increase in the Purchase Price by an amount equal to
the sum of:

                        (A) 100% of the face amount of all Cable Accounts
Receivable that are outstanding as of the Adjustment Time, no part of which is
outstanding more than thirty (30) days from the first day of the period to which
any outstanding bill relates;

                        (B) 91% of the face amount of all Cable Accounts
Receivable that, as of the Adjustment Time, any part of which is outstanding
more than thirty (30) days from the first day of the period to which any
outstanding bill relates but no part of which is outstanding more than sixty
(60) days from the first day of the period to which any outstanding bill
relates;

                        (C) 55% of the face amount of all Cable Accounts
Receivable that, as of the Adjustment Time, any part of which is outstanding
more than sixty (60) days from the first day of the period to which any
outstanding bill relates but no part of which is outstanding more than ninety
(90) days from the first day of the period to which any outstanding bill
relates;

                        (D) 100% of the face amount of all Commercial Accounts
Receivable that are outstanding as of the Adjustment Time, no part of which is
outstanding more than sixty (60) days from the first day of the period to which
any outstanding bill relates;

                        (E) 75% of the face amount of all Commercial Accounts
Receivable that, as of the Adjustment Time, any part of which is outstanding
more than sixty (60) days from the first day of the period to which any
outstanding bill relates but no part of which is outstanding more than ninety
(90) days from the first day of the period to which any outstanding bill
relates;

                        (F) 50% of the face amount of all Commercial Accounts
Receivable that, as of the Adjustment Time, any part of which is outstanding
more than ninety (90) days from the first day of the period to which any
outstanding bill relates but no part of which is outstanding more than one
hundred twenty (120) days from the first day of the period to which any
outstanding bill relates;

                        (G) 100% of the face amount of all Advertising Accounts
Receivable that are outstanding, as of the Adjustment Time, no part of which is
outstanding more than one hundred twenty (120) days from the first day of the
period to which any outstanding bill relates;

                        (H) 10% of the face amount of all Advertising Accounts
Receivable that, as of the Adjustment Time, no part of which is outstanding more
than one hundred twenty (120) days from the first day of the period to which any
outstanding bill relates;

                                       21

<PAGE>

                        (I) 100% of the face amount of all National Advertising
Accounts Receivable that are, as of the Adjustment Time, outstanding;

                        (J) all normal and customary prepaid expenses relating
to the ownership or operation of any of the Transferred Assets or Acquired
Companies, and for which it is reasonably expected that Buyer will receive a
benefit within twelve (12) months following the Closing, which prepaid expenses
shall be prorated between Sellers and Buyer as of the Adjustment Time in
accordance with GAAP, and which prepaid expenses, by way of example, shall
include: real and personal property taxes and assessments levied against the
Transferred Assets; real and personal property rentals (other than capitalized
leases); pole rentals; power and utility charges; applicable franchise,
copyright or other business and license fees, sales and service charges; and
similar items (such expenses, the "PREPAID EXPENSES");

                        (K) the outstanding amount of all deposits relating to
the Systems paid by any Seller or Affiliate of any Seller prior to the
Adjustment Time (the "DEPOSITS");

                        (L) an amount equal to the excess of capital
expenditures (excluding customer premise equipment) made with respect to the
Systems during the portion of the applicable period set forth on SCHEDULE
2.6.1(i) that occurs before the Adjustment Time, in the aggregate, over the
amount of the aggregate budgeted capital expenditures (excluding customer
premise equipment) for the Systems set forth on SCHEDULE 2.6.1(i) for such
portion of said period, on a prorated basis, but only to the extent that Buyer
has approved such excess expenditures; provided, however, in the event that
Buyer does not approve such expenditure, Sellers, notwithstanding anything to
the contrary set forth in this Agreement, shall not be obligated to make any
such expenditure;

                        (M) Petty Cash; and

                        (N) an amount equal to the Severance Excess, if any;

                  (ii) a decrease in the Purchase Price by an amount equal to
the sum of:

                        (A) all customer advance payments and deposits from
customers relating to the Systems paid to any Seller and retained by any Seller
subsequent to the Closing;

                        (B) all normal and customary accrued and unpaid expenses
of the kind itemized in Section 2.6.1(i)(J) above relating to the ownership or
operation of any of the Transferred Assets or Acquired Companies, which accrued
and unpaid expenses shall be prorated between Sellers and Buyer as of the
Adjustment Time in accordance with GAAP;

                        (C) an amount, if any, equal to the monetary amount of
the type of Permitted Encumbrance contemplated in clause (d) of the definition
of Permitted Encumbrance;

                        (D) all Accrued Vacation of the Transferred Employees as
of the Adjustment Time; and

                                       22

<PAGE>

                        (E) An amount equal to the net book value of the
liability, as of the Adjustment Time, under the real property capitalized leases
listed on SCHEDULE 2.6.1(ii)(E) (the "REAL PROPERTY CAPITALIZED LEASES"),
determined in accordance with GAAP (it being understood and agreed that Buyer
shall assume all obligations under such leases relating to the period after the
Adjustment Time); and

                        (F) an amount equal to the deficit of capital
expenditures (excluding customer premise equipment) made with respect to the
Systems during the portion of the applicable period set forth on SCHEDULE
2.6.1(i) that occurs before the Adjustment Time, in the aggregate, below the
amount of the aggregate budgeted capital expenditures (excluding customer
premise equipment) for the Systems set forth on Schedule 2.6.1(i) for such
portion of said period, on a prorated basis;

                        (G) the amount set forth in Section 2.9, if applicable.

The adjustment provided for in this Section 2.6.1 is referred to herein as the
"CURRENT ADJUSTMENT."

            2.6.2 If the 2005 Operating Cash Flow is less than the 2005
Operating Cash Flow Target, then the Purchase Price shall be reduced by an
amount equal to ten (10) times the amount of the difference between the 2005
Operating Cash Flow Target and the 2005 Operating Cash Flow. If 2005 Operating
Cash Flow equals or exceeds the 2005 Operating Cash Flow Target, there shall be
no adjustment hereunder. The adjustment, if any, provided for herein shall be
referred to as the "OPERATING CASH FLOW ADJUSTMENT."

            2.6.3 For purposes of determining the adjustments to the Purchase
Price to be made as of the Adjustment Time pursuant to Sections 2.6.1 and 2.6.2
above, Sellers and Buyer shall proceed as follows:

                  (i) At least seven (7) Business Days prior to the Closing,
Sellers will deliver to Buyer the Initial Adjustment Statement, showing in
reasonable detail a preliminary good faith estimate of the Current Adjustment
and the Operating Cash Flow Adjustment, together with such documentation as may
reasonably support Sellers' calculations set forth therein. Not less than five
(5) Business Days prior to the Closing Date, Buyer shall provide Sellers with
any good faith objections to the Initial Adjustment Statement in writing,
together with such documentation as may reasonably support Buyer's good faith
objections. After considering Buyer's objections, Sellers shall make such
revisions to the Initial Adjustment Statement as are mutually acceptable to the
parties and shall deliver a revised Initial Adjustment Statement not less than
one (1) day prior to the Closing Date, and the Purchase Price shall be adjusted
on the Closing Date in accordance with such revised Initial Adjustment
Statement. Any disagreements that may continue to exist with respect to the
Initial Adjustment Statement shall be resolved in connection with the
Post-Closing Adjustment Statement pursuant to Section 2.6.3(iv) below.
Notwithstanding the foregoing, in the event Buyer disputes in good faith the
amount of the Operating Cash Flow Adjustment, and the amount in dispute exceeds
Five Million Dollars ($5,000,000.00), the amount in dispute shall be excluded
from the Initial Adjustment Statement and the disputed amount shall be resolved
pursuant to and in accordance with the provisions set forth in Section 2.6.3(iv)
below; which procedures shall commence immediately

                                       23

<PAGE>

following Closing. In the event any portion of such disputed amount is resolved
in favor of Sellers pursuant to Section 2.6.3(iv), in addition to paying such
amount resolved in favor of Sellers, Buyer shall pay interest to Sellers on the
amount of such disputed amount resolved in favor of Sellers at the rate of 12%
per annum accruing from the Closing Date until the amount is paid to Sellers. In
the event any portion of an amount included in the Initial Adjustment Statement
is ultimately resolved in favor of Buyer pursuant to Section 2.6.3(iv), in
addition to paying such amount resolved in favor of Buyer, Sellers shall pay
interest to Buyer on the amount of such disputed amount resolved in favor of
Buyer at the rate of 12% per annum accruing from the Closing Date until the
amount is paid to Buyer. Such amounts shall be paid within three (3) Business
Days of receipt of the determination under Section 2.6.3(iv) below.

                  (ii) Within ninety (90) days after the Closing Date, Buyer
shall deliver to Sellers the Post-Closing Adjustment Statement which shall set
forth Buyer's determination of the Current Adjustment and the Operating Cash
Flow Adjustment, together with such documentation as may reasonably support
Buyer's calculations set forth therein and such other documentation relating to
such Post-Closing Adjustment Statement as Sellers may reasonably request.

                  (iii) If Sellers shall in good faith conclude that the
Post-Closing Adjustment Statement does not accurately reflect the adjustments to
be made to the Purchase Price as of the Adjustment Time pursuant to Sections
2.6.1 and 2.6.2, Sellers shall, within sixty (60) days after their receipt of
the Post-Closing Adjustment Statement, provide to Buyer a written statement of
any discrepancies believed in good faith to exist, together with such
documentation as may reasonably support Sellers' calculations set forth therein
and such other documentation relating to such statement as Buyer may reasonably
request.

                  (iv) Buyer and Sellers shall use good faith efforts to jointly
resolve the discrepancies within thirty (30) days of Buyer's receipt of Sellers'
written statement of discrepancies, which resolution, if achieved, shall be in
writing and binding upon all parties to this Agreement and not subject to
dispute or judicial review. If Buyer and Sellers do not resolve the
discrepancies to their mutual satisfaction within such 30-day period, Buyer and
Sellers shall, within the following ten (10) days, jointly engage the
Independent Accounting Firm to review the Post-Closing Adjustment Statement,
together with Sellers' discrepancy statement and any other relevant documents
requested by the Independent Accounting Firm. The Independent Accounting Firm
shall report its conclusions as to the adjustments to be made to the Purchase
Price as of the Adjustment Time pursuant to Sections 2.6.1 and 2.6.2, which
report shall be in writing, conclusive, final and binding on all parties to this
Agreement and not subject to dispute or judicial review. After final resolution
of all disputes with respect to the Post-Closing Adjustment Statement pursuant
to the procedures set forth above, no party shall have the right to raise
further adjustments or make any other claim in its favor. If, after adjustment
as appropriate with respect to the amount of the aforesaid adjustments paid or
credited at the Closing, Buyer, on the one hand, or Sellers, on the other hand,
are determined to owe an amount to the other pursuant to the terms of this
Section 2.6.3(iv), the appropriate party shall pay such amount to the other
within three (3) Business Days after receipt of such determination. The cost of
retaining the Independent Accounting Firm shall be borne one-half by Buyer and
one-half by Sellers.

                                       24

<PAGE>

      2.7 Assumption of Assumed Liabilities. Pursuant to the Assumption
Agreement, Buyer shall assume, and shall pay, perform and discharge when due,
the following Liabilities (the "ASSUMED LIABILITIES"):

            2.7.1 Accrued Vacation to the extent such Liabilities are taken into
account in the determination of the Current Adjustment;

            2.7.2 all severance obligations, if any, to Transferred Employees
arising out of the termination of employment after the Closing as set forth in
Section 5.8.5;

            2.7.3 Liabilities accrued or relating to periods from and after the
Adjustment Time arising out of Buyer's ownership, leasing or use of the
Transferred Assets, the Acquired Companies or operation of the Systems,
including, without limitation, those Liabilities arising under any Transferred
Contract or Exclusive Governmental Permit accrued or relating to periods from
and after the Adjustment Time;

            2.7.4 all Liabilities of Sellers taken into account in the
determination of the Current Adjustment; and

            2.7.5 the Liabilities set forth on SCHEDULE 2.7.5.

Except as expressly set forth in this Agreement, Buyer will not assume any other
Liabilities of Sellers or related to the Systems or the Transferred Assets. The
Acquired Companies shall have no Liabilities other than Liabilities accruing or
arising after the Adjustment Time under the Contracts set forth on SCHEDULE
3.21.5. For the avoidance of doubt, no Retained Taxes shall be Assumed
Liabilities.

            2.8 Cox Name; Affiliated Services.

                  2.8.1 Buyer acknowledges and agrees that the names "Cox,"
"TCA" and any derivations thereof are Excluded Assets, other than the name "TCA
Communications, L.L.C." After Closing, Buyer shall remove or delete the names
"Cox," "TCA" and any derivations thereof from the Transferred Assets as soon as
reasonably practicable, but in any event, by the one hundred eightieth (180th)
day following Closing. Until such removal or deletion in accordance with the
preceding sentence, in order to facilitate the transition of ownership of the
Systems pursuant to the transactions contemplated by this Agreement, said names
and derivations thereof may remain on the tangible assets included in the
Transferred Assets. As soon as reasonably practicable following the Closing,
Buyer shall cause the company name of each of the Acquired Companies other than
TCA Communications, L.L.C. to be changed to a name which is not confusingly
similar with, and which does not use as part of its name, the name "Cox" or
"TCA" or any variation, abbreviation or derivation thereof; provided, however,
Buyer may continue to use the name "TCA Communications, L.L.C." as the company
name of said Acquired Company. Notwithstanding the foregoing, Buyer shall not be
required to remove or discontinue using said names and derivations thereof as
same may appear on identification tags or on converters, modems or similar items
while in customers' homes or properties making such removal or discontinuation
impracticable for Buyer.

                                       25

<PAGE>

                  2.8.2 Buyer acknowledges and agrees that (a) the services
currently provided for the Systems by Sellers and their Affiliates, including,
without limitation, customary corporate overhead services provided by the
corporate, division or regional offices of Parent or any Affiliate thereof and
those described on SCHEDULE 2.8.2, shall cease to be provided to the Systems or
Buyer effective as of the Closing by Sellers and their Affiliates and (b) after
Closing, Sellers and their Affiliates shall no longer provide such services for
the Systems other than pursuant to and in accordance with the terms and
conditions set forth in the Transition Services Agreement and the Exclusive Cox
Media Agreements.

                  2.8.3 Buyer acknowledges and agrees that Sellers will not be
assigning or transferring any of their Telecommunications Authorizations listed
in SCHEDULE 2.8.3 that authorize (i) interstate and international
telecommunications services; and (ii) the telecommunications operations of
Sellers or their Affiliates in the States of Louisiana, Oklahoma, California,
Missouri, Mississippi and New Mexico.

      2.9 Rights of First Refusal. In the event any Franchising Authority or
other Person deriving rights from or through such Franchising Authority
exercises any right of first refusal, option or similar right to acquire such
Franchise and the related assets pursuant to and in accordance with such
Franchise (a "FRANCHISE RIGHT OF FIRST REFUSAL"), then (a) such Franchise and
related assets shall not constitute Transferred Assets; (b) Buyer shall
cooperate with Sellers in dealing with the applicable Franchising Authority or
other Person exercising the Franchise Right of First Refusal; (c) the Purchase
Price shall be reduced by an amount equal to the number of RGUs covered by the
underlying Franchise that was subject to the Franchise Right of First Refusal,
multiplied by the amount per RGU set forth on SCHEDULE 2.9; and (d) Sellers
shall be entitled to proceeds received as a result of such Franchise Right of
First Refusal and if Buyer shall receive such proceeds, it shall immediately
remit the same to Sellers.

3.    REPRESENTATIONS AND WARRANTIES OF SELLERS

      Sellers, jointly and severally, represent and warrant to Buyer as follows:

      3.1 Organization, Standing and Authority.

            3.1.1 TCAP is a general partnership validly existing under the laws
of the State of Delaware. CSWH is a limited partnership validly existing and in
good standing under the laws of the State of Texas. CCL is a limited liability
company validly existing and in good standing under the laws of the State of
Delaware. CoxCom is a corporation validly existing and in good standing under
the laws of the State of Delaware. CTP is a corporation validly existing and in
good standing under the laws of the State of Delaware. Each Seller is qualified
to conduct business in each jurisdiction in which the property related to the
Systems owned, leased or operated by it requires it to be so qualified except
where its failure to be so qualified has not had and would not reasonably be
expected to have a material adverse effect on such operations. Each Seller has
the requisite partnership, limited liability company or corporate, as
applicable, power and authority (a) to own, lease and use the Transferred Assets
as currently owned, leased and used by it and (b) to conduct the business and
operations of the Systems as currently conducted by it.

                                       26

<PAGE>

            3.1.2 Parent is a corporation validly existing and in good standing
under the laws of the State of Delaware. Parent is qualified to conduct its
business in each jurisdiction in which it is required it to be so qualified
except where its failure to be so qualified has not had and would not reasonably
be expected to have a material adverse effect on such operations. Parent has the
corporate power and authority (a) to own, lease and use its properties and
assets as currently owned, leased and used by it and (b) to conduct its business
and operations as currently conducted by it.

      3.2 Authorization and Binding Obligation. Each Seller and Parent has the
partnership, limited liability company or corporate, as applicable, power and
authority to execute and deliver this Agreement and all other agreements,
instruments and certificates contemplated by this Agreement (collectively, the
"RELATED AGREEMENTS") and to carry out and perform all of its other obligations
under the terms of this Agreement and the Related Agreements. The execution and
delivery of, and performance of the obligations contained in, this Agreement and
the Related Agreements and the transactions contemplated hereby and thereby have
been, or solely with respect to the Related Agreements as of the Closing will
be, duly authorized by all necessary partnership, limited liability company or
corporate, as applicable, action on the part of each Seller and Parent and their
respective directors, partners, managers, members or stockholders. This
Agreement has been, and all Related Agreements as of the Closing will be, duly
executed and delivered by each Seller and Parent, and this Agreement
constitutes, and the Related Agreements will, as of the Closing, constitute, the
valid and legally binding obligation of each Seller and Parent, enforceable
against each of them in accordance with their terms, except as enforceability
may be limited by bankruptcy, insolvency or similar laws affecting the
enforcement of creditors' rights generally, and as the remedy of specific
performance and injunctive and other forms of equitable relief may be subject to
equitable defenses and to the discretion of the court before which any
proceeding thereunder may be brought.

      3.3 Absence of Conflicting Terms; Consents. Except for the expiration or
termination of any applicable waiting period under the HSR Act or as set forth
on SCHEDULE 3.3 or as would not impair the ability of each Seller to perform its
obligations under this Agreement and the Related Agreements, the execution,
delivery and performance by each Seller of this Agreement and by each Seller of
the Related Agreements to which it is a party (with or without the giving of
notice, the lapse of time, or both): (a) do not require the Consent of, notice
to, or filing with, any Governmental Authority or with respect to any Exclusive
Governmental Permit; (b) will not conflict with any provision of the certificate
of formation, certificate of limited partnership or certificate of incorporation
of any Seller or Acquired Company, as applicable, or the limited liability
company operating agreement, partnership agreement or bylaws of any Seller or
Acquired Company, as applicable; (c) assuming receipt of all Consents listed in
SCHEDULE 3.3, will not in any material way conflict with, result in a material
breach or violation of, or constitute a material default under any material
Legal Rule applicable to Sellers or to the Systems with respect to the
Transferred Assets or to the Acquired Companies; (d) assuming receipt of all
Consents listed in SCHEDULE 3.3, will not conflict in any material way with,
constitute grounds for termination of, result in a material breach of, result in
loss of a material benefit of, constitute a material default under, or
accelerate or permit the acceleration of any performance required by the terms
of any Exclusive Governmental Permit; (e) assuming receipt of all Consents
listed in SCHEDULE 5.3, will not result in the creation upon the Transferred
Assets or the assets of any of the Acquired Companies of any Encumbrances other
than Permitted Encumbrances; and (f)

                                       27

<PAGE>

assuming receipt of all Consents listed in SCHEDULE 5.3, will not constitute
grounds for termination of, result in a material breach of, constitute a
material default under, or accelerate or permit the acceleration of any
performance required by the terms of any Material Transferred Contract.
Notwithstanding the foregoing, Sellers make no representation or warranty
regarding any of the foregoing that may result from the specific legal or
regulatory status of Buyer or any of its Affiliates or as a result of any other
facts that specifically relate to the business or activities in which Buyer or
any of its Affiliates is or proposes to be engaged. Except as set forth in
SCHEDULE 3.3, no Person has any right to acquire any interest in any of the
Systems or the Transferred Assets (including any right of first refusal, option
to buy or similar right) as a result of Sellers' execution, delivery or
performance of this Agreement or any of the transactions contemplated hereby.

      3.4 Governmental Permits.

            3.4.1 With respect to Governmental Permits:

                  (i) SCHEDULE 3.4(a) lists all Governmental Permits in
existence as of the date of this Agreement that (a) are held by a Seller,
Acquired Company or an Affiliate of any Seller or Acquired Company for use in
connection with the operation of the Systems and (b) except as set forth on
SCHEDULE 3.4(b), are necessary for Sellers or any Acquired Company to provide
the services now provided by Sellers or any Acquired Company in the geographic
areas served by the Systems. Sellers have delivered or made available true and
complete copies of all Governmental Permits that are or are required to be set
forth on SCHEDULE 3.4(a), except for such Governmental Permits that are issued
or granted by virtue of publication of official notice of the issuing
Governmental Authority.

                  (ii) CNC, CTT, TCAC, Cox Louisiana Telcom LLC, Cox Missouri
Telcom LLC and Cox Oklahoma Telecom LLC (collectively, the "TELCOM ENTITIES")
hold all State Telecommunications Authorizations necessary to provide the
Telecommunications Services now provided in the geographic areas served by the
Systems. Sellers and their Affiliates do not provide any services in the
geographic areas served by the Systems that require State Telecommunications
Authorization in California, New Mexico and Mississippi.

                  (iii) SCHEDULE 3.4(c) identifies all of the Governmental
Permits that are not Exclusive Governmental Permits or that are otherwise
Excluded Assets.

            3.4.2 Each of the Governmental Permits is in full force and effect
in accordance with its terms. No legal action or other formal proceeding or
investigation is pending or, to Sellers' Knowledge, threatened, to revoke,
terminate, suspend, or cancel any of the Governmental Permits or to impose any
material forfeiture or penalty with respect to any of the Governmental Permits.
The applicable Seller and the operation of the Systems by such Seller and the
applicable Telecom Entities are in material compliance with the terms and
conditions of the Governmental Permits.

            3.4.3 During the two (2) year period preceding the date hereof, no
Seller has received written correspondence from any Governmental Authority
stating that any of the Governmental Permits will not be renewed in the ordinary
course; however, Sellers make no

                                       28

<PAGE>

representation or warranty that an Exclusive Governmental Permit will be renewed
or that a particular Governmental Authority will not impose significant
conditions upon any renewal. A valid request for renewal has been duly and
timely filed by Sellers under Section 626 of the Communications Act with the
proper Franchising Authority with respect to any Franchise that has expired
prior to, or will expire within thirty (30) months after, the date of this
Agreement.

      3.5 Financial Statements. Sellers have delivered or made available to
Buyer a copy of the (a) audited combined balance sheets with respect to the
Systems in the aggregate, as of December 31, 2004 and 2003, and the related
combined statements of operations, invested equity, and cash flows for each of
the two years in the period ended December 31, 2004 (collectively, the "AUDITED
FINANCIAL STATEMENTS"), and (b) unaudited combined balance sheets with respect
to the Systems in the aggregate, as of June 30, 2005, and the related combined
statement of operations for the six months then ended (the "UNAUDITED FINANCIAL
STATEMENTS")(the Audited Financial Statements and the Unaudited Financial
Statements, collectively, the "FINANCIAL STATEMENTS"). The Audited Financial
Statements (y) have been prepared based on the separate accounting records
maintained by the Sellers and applicable Affiliates of Sellers and (z) fairly
present, in all material respects, the combined financial position of the
Systems in the aggregate as of December 31, 2004 and 2003, and the combined
results of their operations and their cash flows for each of the two years in
the period ended December 31, 2004, in conformity with GAAP consistently applied
and comply with the requirements of Regulations S-X of the Securities and
Exchange Commission (the "SEC"). The Unaudited Financial Statements (aa) have
been prepared based on the separate accounting records maintained by the Sellers
and applicable Affiliates of Sellers, (bb) fairly present, in all material
respects, the combined financial position of the Systems in the aggregate as of
June 30, 2005, and the combined results of their operations for the six months
then ended prepared in accordance with GAAP on a basis consistent with the most
recent Audited Financial Statements, which does not include a combined statement
of invested equity, a combined statement of cash flows or additional information
and footnote disclosures required by GAAP for complete financial statements. In
the opinion of the Sellers (yy) all adjustments considered necessary for the
fair presentation of the Unaudited Financial Statements have been made and (zz)
all such adjustments are of a normal recurring nature. To Sellers' Knowledge,
the revenues of the Systems less direct expenses (excluding depreciation and
amortization) and operating expenses (excluding depreciation and amortization)
of the Systems for the period January 1 through September 30, 2005 was at least
$188,000,000.00, calculated based upon Sellers' consistent application of the
internal policies, procedures and methodologies as applied in calculating the
historical data contained in the Confidential Descriptive Memorandum delivered
to Buyer in June 2005 and in preparing the Long Range Plan referenced in the
Confidential Descriptive Memorandum made available to Buyer in the data room
established by Sellers in connection with the transaction contemplated by this
Agreement.

      3.6 Personal Property. Each Seller (a) that owns any material item of
tangible personal property has good and valid title thereto and (b) that leases
any material item of tangible personal property has a valid leasehold interest
therein (subject to expiration of such lease in accordance with its terms), in
each case of clause (a) and (b) above, free and clear of all Encumbrances, other
than Permitted Encumbrances. All material items of Equipment and other tangible
personal property included in the Transferred Assets are, in the aggregate (and
with due consideration for reasonable wear and tear and the age of each specific
item of Equipment or

                                       29

<PAGE>

other tangible personal property), in good operating condition and repair. Each
Seller has the valid and enforceable right to use all material intangible
personal property included in the Transferred Assets as it is currently used.

      3.7 Real Property. SCHEDULE 3.7 lists the street address or other means of
identification for all Owned Real Property in existence as of the date of this
Agreement. Each Seller (a) that owns a fee estate in an Owned Real Property
parcel has good and indefeasible title thereto and (b) that leases Material
Leased Real Property has a valid leasehold interest therein (subject to
expiration of such lease in accordance with its terms), in each case of clause
(a) and (b) above, free and clear of all encumbrances, other than Permitted
Encumbrances.

      3.8 Contracts.

            3.8.1 Except as set forth on SCHEDULE 3.8.1, all of the Material
Transferred Contracts are valid and binding on the Seller or Acquired Company
that is a party thereto, and are in full force and effect and legally
enforceable in accordance with their terms upon the Seller or Acquired Company
which is a party thereto, and to Sellers' Knowledge, upon the other parties
thereto, except to the extent such enforceability may be limited by applicable
bankruptcy, insolvency or similar laws affecting the rights of creditors
generally, and as the remedy of specific performance and injunctive and other
forms of equitable relief may be subject to equitable defenses and to the
discretion of the court before which any proceeding thereof may be brought. No
Seller or Acquired Company is in material default under any Material Transferred
Contract nor, to Sellers' Knowledge, is any other party thereto in material
default under any Material Transferred Contract. Except as set forth on
SCHEDULES 3.8.1 through 3.8.7, as of the date hereof there is no Material
Transferred Contract.

            3.8.2 SCHEDULE 3.8.2 lists all Material Real Property Leases.

            3.8.3 SCHEDULE 3.8.3 lists all material Exclusive Retransmission
Consent Agreements.

            3.8.4 SCHEDULE 3.8.4 lists all material Exclusive Pole Attachment
Agreements.

            3.8.5 SCHEDULE 3.8.5 lists all material Exclusive Programming
Agreements.

            3.8.6 SCHEDULE 3.8.6 lists all material Exclusive Cox Media
Agreements.

            3.8.7 SCHEDULE 3.8.7 lists certain other Transferred Contracts.

            3.8.8 Except as set forth on SCHEDULE 3.8.8, the Transferred
Contracts do not include:

                  (i) any Contract with a labor union or association
representing any Sellers Employee;

                  (ii) any Contract for the sale of any Transferred Assets
(other than in the ordinary course of business consistent with past practices)
or the Purchased Interests or for

                                       30

<PAGE>

the grant to any Person of any right of first refusal, preferential or similar
rights to purchase any of the Transferred Assets or Equity Interests;

                  (iii) any Contract for joint ventures, strategic alliances,
partnerships, or sharing of profits or proprietary information;

                  (iv) any Contract that contains covenants of any Seller or
Acquired Company not to compete in any line of business or with any Person in
any geographical area or not to solicit or hire any Person with respect to
employment or covenants of any other Person not to compete with Sellers or the
Acquired Companies in any line of business or in any geographical area or not to
solicit or hire any Person with respect to employment;

                  (v) any Contract that relates to the acquisition (by merger,
purchase of stock or assets or otherwise) of any operating business or material
assets or the capital stock of any other Person, except to the extent any such
Contract relates to rights of any Seller or Acquired Company with respect to any
transaction that was consummated prior to the date hereof, to the extent
assignable without the consent of any Person;

                  (vi) any Contract that relates to the incurrence, assumption
or guarantee of any indebtedness or imposing an Encumbrance on any of the
Transferred Assets, the assets of any of the Acquired Companies or any Purchased
Interests, including indentures, guarantees, loan or credit agreements, sale and
leaseback agreements, incurred in connection with the acquisition of property,
mortgages, pledge agreements, security agreements for borrowed money, or
conditional sale or title retention agreements, other than Permitted
Encumbrances or security agreements encumbering Transferred Assets that are not
material to the operation of any System;

                  (vii) any Contract that provides for advances or loans to any
other Person by any Seller or Acquired Company;

                  (viii) any Contract of guaranty, surety or indemnification,
direct or indirect, by any Seller or Acquired Company other than Contracts
pursuant to which the bonds and letters of credit set forth on SCHEDULE 3.19
were obtained;

                  (ix) any Contract that provides for severance, retention,
change in control or other similar payments;

                  (x) any Contract of employment; or

                  (xi) any Contract with independent contractors or consultants
(or similar arrangements) that is not terminable without penalty or further
payment and without more than 30 days' notice or that has a remaining term of
more than one (1) year.

            3.8.9 SCHEDULE 3.8.9 lists all material Non-Exclusive Retransmission
Consent Agreements under which Separated Retransmission Rights are to be
provided.

            3.8.10 SCHEDULE 3.8.10 lists all Non-Exclusive Cox Media Agreements
under which Separated Advertising Sales Rights are to be provided.

                                       31

<PAGE>

            3.8.11 SCHEDULE 3.8.11 lists all material Master CBI Agreements
under which Separated CBI Rights are to be provided.

            3.8.12 SCHEDULES 3.8.12 lists all Master Carrier Agreements under
which Separated Carrier Rights are to be provided.

            3.8.13 Except as set forth on SCHEDULES 3.8.1 through 3.8.8, there
is no Transferred Contract, and except with as set forth on SCHEDULES 3.8.9
through 3.8.12, there is no master or non-exclusive agreement in effect under
which separated rights are provided, that has a material non-monetary obligation
that would be binding on Buyer. Sellers have delivered or made available to
Buyer true and complete copies of all Contracts required to be set forth on
SCHEDULES 3.8.1 through 3.8.8 and all material non-exclusive or master
agreements set forth on SCHEDULES 3.8.9 through 3.8.12.

      3.9 Certain Information on Systems. (a) SCHEDULE 3.9(a) lists, as of June
30, 2005, the approximate number of miles of energized cable plant for each
System; (b) each System is capable of delivering the bandwidth in MHz as
described on SCHEDULE 3.9(b); and (c) SCHEDULE 3.9(c) lists, as of June 30,
2005, the approximate number, as set forth in the billing records of Sellers, of
Basic Subscribers, Digital Subscribers, High Speed Data Subscribers and
Telephony Subscribers for each System.

      3.10 Taxes, Returns and Reports. All material Tax Returns required to be
filed by Sellers or the Acquired Companies in connection with the operation of
the Systems or the business or assets of the Acquired Companies have been filed.
Except for Permitted Encumbrances, there are no liens for Taxes on any of the
Transferred Assets or on the assets of the Acquired Companies. Except where the
failure to do so would not have a material adverse effect on the Systems, all
Taxes which are due and payable in connection with the operation of the Systems
have been timely and properly paid and all such Taxes which are not yet due and
payable have been properly accrued on the books and records of the Sellers of
the Acquired Companies. For federal income tax purposes: (a) each of CNC and
TCAC is and always has been classified as a disregarded entity pursuant to
Treasury Regulations Section 301.7701-3(b), and (b) CTT is and always has been
classified as a partnership. There is no deficiency, assessment or audit, or
proposed deficiency, assessment or audit from any Taxing Authority that could
materially affect Sellers or the Acquired Companies or that could result in the
imposition of any Encumbrances upon the Transferred Assets or any assets of the
Acquired Companies or that could result in the imposition of any liability upon
Buyer. There are no proposed reassessments of any property owned by any of the
Sellers or the Acquired Companies that would or would reasonably be expected to
materially affect the Taxes of the Sellers or the Acquired Companies. Sellers
have withheld from Sellers Employees, creditors, independent contractors and any
other relevant third parties and timely paid to the appropriate Taxing
Authorities, proper and accurate amounts in all material respects for all
taxable periods, or portions thereof, ending on or before the Closing in
compliance with all tax withholding and remitting Legal Rules. No Tax Authority
in a jurisdiction in which any of Sellers or the Acquired Companies do not file
Tax Returns has made a claim, assertion of threat that any of Sellers or the
Acquired Companies is or may be subject to Tax in such jurisdiction.

                                       32

<PAGE>

      3.11 Employee Benefit Plans.

            3.11.1 Set forth in SCHEDULE 3.11 is a complete list of each
Employee Benefit Plan. Except as disclosed in SCHEDULE 3.11, there is not now in
effect or to become effective after the date of this Agreement and until the
Closing Date, any new Employee Benefit Plan or any amendment to an existing
Employee Benefit Plan which will materially affect the benefits of Sellers
Employees (other than customary merit and performance pay increases and other
than as required by law) that will on or after the Closing Date impose liability
on the Buyer.

            3.11.2 Each of Sellers' Employee Benefit Plans has been administered
without material exception in compliance with its own terms and, where
applicable, with ERISA, the Code, the Age Discrimination in Employment Act and
any other applicable Legal Rule.

            3.11.3 Each Employee Benefit Plan which is intended to be
"qualified" within the meaning of Section 401(a) of the Code has received a
favorable determination letter from the Internal Revenue Service and, to
Sellers' Knowledge, no event has occurred and no condition exists which would
reasonably be expected to result in the revocation of any such determination.

            3.11.4 Within the past six (6) years, no Seller or Acquired Company
has contributed to or is required to contribute to any Multiemployer Plan with
respect to Sellers Employees.

      3.12 Labor Relations. As of the date hereof, no Seller or Acquired Company
is a party to or subject to any collective bargaining or other labor union
agreements applicable to Sellers Employees and no collective bargaining
agreement is being negotiated by Sellers or Acquired Company with respect to
Sellers Employees. As of the date hereof, to Sellers' Knowledge, there is no
effort by or on behalf of any labor union to organize any Sellers Employee nor
has any, to Sellers' Knowledge, been threatened in writing which would
reasonably be expected to interfere in any material respect with the Systems,
taken as a whole. As of the date hereof, there is no labor dispute or strike
pending against any Seller or Acquired Company, or to Sellers' Knowledge
threatened, which would reasonably be expected to interfere in any material
respect with the Systems, taken as a whole.

      3.13 Legal Proceedings/Compliance with Laws.

            3.13.1 Except for investigations and rule-making proceedings
affecting the cable or telecommunications industry generally (in each case on a
national or state basis), or as set forth on SCHEDULE 3.13.1, as of the date of
this Agreement, there are not any suits, claims, actions, arbitrations,
judgments, orders, injunctions, decrees, awards and investigations pending, or
to Sellers' Knowledge, threatened, against any Seller or any Acquired Company or
involving any of the Systems which (i) would individually, or in the aggregate,
reasonably be expected to materially and adversely affect any System or the
Transferred Assets or Acquired Companies or materially impair Sellers' ability
to consummate the transactions contemplated hereby or (ii) relates to this
Agreement, the Related Agreements or the transactions contemplated.

            3.13.2 Except as disclosed in SCHEDULE 3.13.2, Sellers (with respect
to the Systems) and the Acquired Companies are in material compliance with all
Legal Rules.

                                       33

<PAGE>

      3.14 Environmental Matters.

            3.14.1 Each Seller's operation of the Systems, Owned Real Property
and Leased Real Property is in compliance in all material respects with all
applicable Environmental Laws as in effect on the date of this Agreement; and no
Seller, and to Sellers' Knowledge no other Person, has used the Owned Real
Property or Leased Real Property for the manufacture, transportation, treatment,
storage or disposal of Hazardous Substances except for the use (and not the
storage and disposal), of gasoline, diesel fuel and other Hazardous Substances
customary in the construction, maintenance and operation of a cable
communications system and in amounts or under circumstances that would not
reasonably be expected to give rise to material liability to Buyer for
remediation.

            3.14.2 As of the date of this Agreement, no Seller has received
written notice from any Governmental Authority of any material violation of any
Environmental Laws by any Seller or any other Person with respect to any System
which violation has not been remedied or cured on or prior to the date of this
Agreement.

            3.14.3 To Sellers' knowledge, as of the date of this Agreement,
Sellers, with respect to the Systems, the Owned Real Property or, to Sellers'
Knowledge, the Leased Real Property, are not subject to any pending or
threatened claim, action, proceeding or other written assertion alleging
material non-compliance with or material liability under Environmental Laws. To
Sellers' Knowledge, no investigation by a Governmental Authority pursuant to
Environmental Laws is pending against the Seller with respect to the Systems,
the Owned Real Property or the Leased Real Property with respect to any of the
foregoing that would reasonably be expected to result in material liability to
Buyer under Environmental Laws.

            3.14.4 Notwithstanding any other provision of this Agreement, the
parties to this Agreement acknowledge and agree that the representations and
warranties contained in this Section 3.14 are the only representations and
warranties given by the Sellers with respect to environmental matters or
compliance with Environmental Laws and no other provision of this Agreement
shall be interpreted as containing any representation or warranty with respect
thereto.

      3.15 FCC and Copyright Compliance.

            3.15.1 The Sellers are permitted under the Communications Act to
retransmit the television broadcast signals carried by the Systems and to
utilize all FCC restricted carrier frequencies (i.e., 108-136 Mhz and 225-400
Mhz) generated by the operations of the Systems. Except for nonduplication and
blackout notices received in the ordinary course of business, as of the date
hereof, none of the Sellers has received any FCC order requiring any System to
carry a television broadcast signal or to terminate carriage of a television
broadcast signal with which it has not complied, and except as disclosed in
SCHEDULE 3.15.1, each Seller has complied in all material respects with all
written and bona fide requests or demands received from television broadcast
stations to carry or to terminate carriage of a television broadcast signal on a
System.

            3.15.2 SCHEDULE 3.15.2 sets forth a list of all Franchising
Authorities that are certified by the FCC to regulate the Basic Cable Television
Service and equipment rates of the Systems pursuant to Section 623 of the
Communications Act as of the date of this Agreement.

                                       34

<PAGE>

Sellers have made available to Buyer complete and correct copies of all FCC
Basic Cable Television Service and equipment rate forms filed by Sellers with
any Franchising Authority with respect to the Systems. Except as disclosed in
SCHEDULE 3.15.2, Sellers' Basic Cable Television Service and equipment rates are
in compliance in all material respects with the Communications Act and any
authoritative interpretation thereof. As of the date hereof, none of the Sellers
has received any written notice from any Franchising Authority that it has any
unresolved obligation or liability to refund to subscribers of the Systems any
portion of the cable television service revenue received by the Sellers from
cable television subscribers of the Systems (excluding revenue with respect to
deposits for converters, encoders, decoders and related equipment and other
prepaid items).

            3.15.3 Sellers, with respect to their operation of the Systems, are
in compliance in all material respects with Section 111 of the Copyright Act of
1976, as amended, and the applicable rules and regulations of the United States
Copyright Office (collectively, the "COPYRIGHT ACT"). Sellers have filed with
the United States Copyright Office all statements of account and have made all
payments to the United States Copyright Office required under Section 111 of the
Copyright Act with respect to each of the Systems for all accounting periods
beginning on or after July 1, 2002 (the "COPYRIGHT FILINGS") to obtain, hold and
maintain the compulsory copyright license for cable television systems
prescribed in Section 111 of the Copyright Act. No Seller has been notified in
writing of any adverse material inquiry, claim, action or demand pending before
the United States Copyright Office which questions the Copyright Filings or
related payments made by Sellers with respect to any of the Systems.

      3.16 Intellectual Property.

            3.16.1 Except (a) as disclosed in SCHEDULE 3.16.1, (b) with respect
to music licensing for which Sellers make no representation or warranty, and (c)
for matters relating to Section 111 of the Copyright Act as to which Seller's
representations and warranties are contained exclusively in Section 3.15.3
above, to the Knowledge of the Sellers: (i) the Transferred Intellectual
Property owned, used, practiced, licensed or otherwise exploited by Sellers or
the Acquired Companies; (ii) the use, marketing, licensing, offering for sale or
sale of the products or services by Sellers or the Acquired Companies with
respect to the operation of the Systems; or (iii) the operation of the Systems
by Sellers, as of the date of this Agreement, does not materially infringe,
violate or constitute an unauthorized use or misappropriation of any
Intellectual Property of any Person.

            3.16.2 To the Knowledge of Sellers, there is no material
infringement, misappropriation, violation or unauthorized use by any Person of
any Transferred Intellectual Property, and no such claims have been made against
any Person by Seller or its Affiliates.

            3.16.3 Except as set forth in SCHEDULE 3.16.3, (i) Sellers are the
sole and exclusive owners of, or have valid rights under the Transferred
Intellectual Property Licenses to use, sell, license and otherwise exploit, as
the case may be, all Intellectual Property included in Transferred Intellectual
Property, free and clear of all Encumbrances (other than Permitted
Encumbrances); (ii) to the Knowledge of the Sellers, all of the Transferred
Intellectual Property is valid and enforceable; (iii) there are no material
licenses by any Seller or any of their Affiliates granting to any Person any
rights in any Transferred Intellectual Property; (iv) no Seller or

                                       35

<PAGE>

Acquired Company is a party to any claim, suit or other action; and (v) to the
Knowledge of the Sellers, no claim, suit or other action is threatened, that
challenges the validity, enforceability, ownership, or right to use, sell,
license or otherwise exploit any Transferred Intellectual Property.

            3.16.4 The rights to Transferred Intellectual Property granted by
this Agreement and the rights to Intellectual Property granted by the License
Agreement constitute all material rights (except for rights to Licensed
Intellectual Property owned by a third party) reasonably necessary for the
operation of the Systems and the Transferred Assets as currently operated by
Sellers and the Acquired Companies.

      3.17 Conduct of Business in Ordinary Course. Except as set forth on
SCHEDULE 3.17, since June 30, 2005, through the date of this Agreement, (i)
Sellers and the Acquired Companies have conducted the business and operations of
the Systems in the ordinary and usual course consistent with Sellers' and
Acquired Companies' past practices and (ii) there has not been any change, event
or effect that, individually or in the aggregate, has had or would reasonably be
expected to have a Material Adverse Effect.

      3.18 Transactions with Affiliates. Except as disclosed on SCHEDULE 3.18
and except with respect to customary corporate overhead services provided by the
corporate, division or regional offices of Parent, no Seller is a party to any
business arrangement or business relationship with any of its Affiliates with
respect to the Transferred Assets or operation of the Systems, and none of its
Affiliates (other than the Acquired Companies) owns any property or right,
tangible or intangible, that is material to any Sellers' or Acquired Company's
operations or used primarily in any Seller's operation of the Systems or
Acquired Company's operations (other than in its capacity as a direct or
indirect holder of its equity or debt).

      3.19 Bonds; Letters of Credit. Except as set forth in SCHEDULE 3.19, as of
the date hereof there are no material franchise, construction, fidelity,
performance, or other bonds, guaranties in lieu of bonds or letters of credit or
indemnity agreement posted by a Seller or Acquired Company in connection with
the operation or ownership of any of the Systems or Acquired Company's
operations.

      3.20 Brokers of Sellers. No Seller or Affiliate of any Seller or any
Person acting on their behalf has incurred any liability for any finders' or
brokers' fees or commissions, and no investment banker, finder, broker or other
intermediary has been retained, in connection with the transaction contemplated
by this Agreement, except that an Affiliate of Sellers has retained Citigroup
Global Markets Inc., Lehman Brothers Inc., J.P. Morgan Securities Inc. to
provide M&A services in connection with the transaction contemplated by this
Agreement and Daniels & Associates to provide consulting services in connection
with the transaction contemplated by this Agreement (said M&A services and
consulting services referred to herein as "BROKERAGE SERVICES"), each of whose
fees for Brokerage Services shall be paid by Sellers.

      3.21 Acquired Companies.

            3.21.1 CNC is a limited liability company duly organized, validly
existing and in good standing under the laws of the State of Delaware. TCAC is a
limited liability company duly organized, validly existing and in good standing
under the laws of the State of Texas. CTT

                                       36

<PAGE>

is a limited partnership duly organized, validly existing and in good standing
under the laws of the State of Delaware. Each Acquired Company is qualified to
conduct business and is in good standing in each jurisdiction in which the
property related to the Systems owned, leased or operated by it requires it to
be so qualified except where its failure to be so qualified would not,
individually or in the aggregate, reasonably be expected to have a material
adverse effect on such operations. Each Acquired Company has the requisite
partnership or limited liability company, as applicable, power and authority (i)
to own, lease and use its assets as currently owned, leased and used by it, and
(ii) to conduct its business and operations as currently conducted by it.

            3.21.2 None of the Acquired Companies owns directly or indirectly,
of record or beneficially, any outstanding Equity Interests or other interest in
any Person or has the right or obligation to acquire, any Equity Interests or
other interest in any Person.

            3.21.3 SCHEDULE 3.21.3 sets forth each of the Acquired Companies'
authorized, issued and outstanding Equity Interests and the record and
beneficial owner of each issued and outstanding Equity Interest of each of them.
All of such issued and outstanding Equity Interests of the Acquired Companies
have been validly issued and fully paid and have not been issued in violation of
any federal or state securities laws or such entity's constituent documents. The
owner of the Equity Interests of each of the Acquired Companies owns such Equity
Interest free and clear of all Encumbrances other than Permitted Encumbrances.
There are no outstanding securities, options, warrants, calls, rights,
commitments, agreements, arrangements or undertakings of any kind to which any
of the Acquired Companies is a party or by which any of the Acquired Companies
is bound obligating any of the Acquired Companies to issue, deliver or sell, or
cause to be issued, delivered or sold, any additional Equity Interests of any of
the Acquired Companies or obligating any of the Acquired Companies to issue,
grant, extend or enter into any such security, option, warrant, call, right,
commitment, agreement, arrangement or undertaking. The outstanding Equity
Interests of the Acquired Companies are not subject to any voting trust
agreement or other contract, agreement or arrangement restricting or otherwise
relating to the voting, dividend rights or disposition of such Equity Interests.
Sellers have delivered or made available to Buyer complete and correct copies of
the organizational documents, minutes and other corporate records of each of the
Acquired Companies as in effect on the date hereof.

            3.21.4 CoxCom and CTP, as their interests may appear, hold all legal
and beneficial right and have good and valid title to the Purchased Interests,
free and clear of all Encumbrances other than Permitted Encumbrances and upon
transfer to Buyer of the Purchased Interests at Closing, good and valid title to
the Purchased Interests, free and clear of all Encumbrances other than Permitted
Encumbrances and those resulting from Buyer's ownership, will pass to Buyer. All
of the Purchased Interests have been validly issued and fully paid, and no class
of Equity Interest of any of the Acquired Companies is entitled to preemptive
rights.

            3.21.5 None of the Acquired Companies holds any Governmental Permit
other than those set forth on SCHEDULE C, SCHEDULE E and SCHEDULE G,
respectively. None of the Acquired Companies has any liabilities other than
those arising in the ordinary course of business relating to the provision of
Telecommunications Services provided in the geographic areas served by a System.
As of the Closing, none of the Acquired Companies will have any

                                       37

<PAGE>

employees, assets, properties, Contracts or material Liabilities, other than
those described in SCHEDULE 3.21.5.

      3.22 Sufficiency of Transferred Assets. Except as described on SCHEDULE
3.22, the Transferred Assets comprise all the assets necessary for the Sellers
and their Affiliates to conduct, in all material respects, the business and
operations of the Systems as conducted as of the date hereof.

      3.23 Accounts Receivable. All Accounts Receivable of Sellers and the
Acquired Companies have arisen from bona fide transactions in the ordinary
course of business consistent with past practice.

      3.24 Overbuilds. As of the date hereof, except for any satellite providers
or as set forth on SCHEDULE 3.24, there are no material competing activated
wired video cable television or data services offered by other cable television
operators, or, to the Knowledge of Sellers, any local competing "wireless cable"
video system or "open video" system, in the areas actually served by the
Systems. To the Knowledge of Sellers, as of the date hereof, except as set forth
on SCHEDULE 3.24, no competing franchises have been issued to other Persons to
operate cable television systems in the areas served by the Franchises and, to
the Knowledge of Sellers, no formal applications to obtain such competing
franchises are pending.

4.    REPRESENTATIONS AND WARRANTIES OF BUYER

      Buyer represents and warrants to Sellers as follows:

      4.1 Organization, Standing and Authority. Buyer is a limited liability
company validly existing and in good standing under the laws of the State of
Delaware. Buyer has the requisite limited liability company power and authority
to execute and deliver this Agreement and to perform and comply with all of the
terms, covenants and conditions to be performed and complied with by Buyer
hereunder.

      4.2 Authorization and Binding Obligation. Buyer has the limited liability
company power and authority to execute and deliver this Agreement and all
Related Agreements and to carry out and perform all of its other obligations
under the terms of this Agreement and the Related Agreements. The execution and
delivery of, and performance of the obligations contained in, this Agreement and
the Related Agreements by Buyer and the transactions contemplated hereby and
thereby have been, or solely with respect to the Related Agreements as of the
Closing will be, duly authorized by all necessary limited liability company
action on the part of Buyer and their respective members. This Agreement has
been, and all Related Agreements as of the Closing will be, duly executed and
delivered by Buyer, and this Agreement constitutes, and the Related Agreements
will, as of the Closing, constitute, the valid and legally binding obligation of
Buyer, enforceable against it in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency or similar laws
affecting the enforcement of creditors' rights generally, and as the remedy of
specific performance and injunctive and other forms of equitable relief may be
subject to equitable defenses and to the discretion of the court before which
any proceeding thereof may be brought.

                                       38

<PAGE>

      4.3 Absence of Conflicting Agreements. Except for the expiration or
termination of any applicable waiting period under the HSR Act, and assuming the
receipt of all required consents from Governmental Authorities with respect to
the transfer to Buyer of the Exclusive Governmental Permits, the execution,
delivery and performance by Buyer of this Agreement and of the Related
Agreements (with or without the giving of notice, the lapse of time, or both):
(a) do not require the consent of, notice to, or filing with, any Governmental
Authority, or any other third party; (b) will not conflict with any provision of
the certificate of formation of Buyer, or the limited liability company
operating agreement of Buyer; (c) will not violate any material Legal Rule
applicable to Buyer in any material respect; or (d) will not conflict with,
constitute grounds for termination of, result in a material breach of,
constitute a default under, or accelerate or permit the acceleration of any
performance required by the terms of, any material agreement, instrument,
license or permit to which Buyer is a party or by which Buyer may be bound, such
that Buyer could not perform hereunder and acquire or operate the Transferred
Assets.

      4.4 Buyer Qualification. Buyer is legally and, subject to the receipt of
the financing contemplated in the Financing Commitments, will be at Closing,
financially qualified to acquire, own and operate the Systems and be the
transferee and holder of the Exclusive Governmental Permits that are either
acquired from Sellers pursuant to the terms of this Agreement or the other
governmental authorizations, licenses and permits that are required to be
obtained by Buyer as contemplated in Section 5.3.1(iii) hereof. Buyer has no
Knowledge of any fact that would, under any Legal Rule including without
limitation, any rule or policy of any Governmental Authority, including, without
limitation, any Franchising Authority, the FCC or any State Regulatory
Authority, (a) disqualify Buyer as a transferee and holder of the Exclusive
Governmental Permits, as applicable, or as the owner and operator of the
Systems; (b) be reasonably likely to cause any Governmental Authority,
including, without limitation, any Franchising Authority, the FCC or any State
Regulatory Authority, to fail to approve in a timely fashion any of the
applications for Consent relating to the Exclusive Governmental Permits; or (c)
be reasonably likely to cause any Governmental Authority, including, without
limitation, the FCC or any State Regulatory Authority, to fail to approve in a
timely fashion any of the applications for issuance to Buyer of any other
governmental authorizations, licenses or permits as contemplated in Section
5.3.1(iii). Except as set forth on SCHEDULE 4.4, no waiver of any Legal Rule,
including without limitation, any rule or policy of any Governmental Authority,
including, without limitation, any Franchising Authority, the FCC or any State
Regulatory Authority, is necessary to be obtained for the grant of the
applications for the transfer of the Exclusive Governmental Permits to Buyer,
nor will processing pursuant to any exception to a rule of general applicability
be requested or required in connection with the consummation of the transactions
contemplated hereby. Buyer has no Knowledge of any fact that would, under
existing law and the existing rules, regulations, policies and procedures of the
Federal Trade Commission or the Department of Justice be reasonably likely to
impede or delay the early termination or expiration of the waiting period under
the HSR Act.

      4.5 Availability of Funds. Subject to the receipt of the financing
contemplated in the Financing Commitments, Buyer has the financial capability to
consummate the transactions contemplated by this Agreement, and Buyer
understands that under the terms of this Agreement Buyer's consummation of those
transactions is not in any way contingent upon or otherwise subject to (i)
Buyer's consummation of any financing arrangements or Buyer's obtaining of any
financing or (ii) the availability, grant, provision or extension of any
financing to Buyer. Buyer

                                       39

<PAGE>

has received commitments from sources of equity and debt financing in amounts
sufficient to enable Buyer to consummate the transactions contemplated hereby
("FINANCING COMMITMENTS") and, on the Closing Date, subject to the receipt of
the financing contemplated in the Financing Commitments, Buyer will have
available sufficient unrestricted funds to enable it to consummate the
transactions contemplated hereby. Prior to the date hereof, Buyer has delivered
true and accurate copies of all Financing Commitments to Sellers. Buyer
acknowledges and agrees that it shall be Buyer's obligation to have funds on
hand at the Closing sufficient to enable Buyer to pay the Purchase Price.

      4.6 Brokers of Buyer. Except as set forth on SCHEDULE 4.6, neither Buyer
nor any Affiliate of Buyer nor any Person acting on either of their behalf has
incurred any liability for any finders' or brokers' fees or commissions in
connection with the transaction contemplated by this Agreement.

5.    SPECIAL COVENANTS OF THE PARTIES

      5.1 Conduct of the Business of the Systems Prior to Closing. Except (a) as
required by applicable Legal Rules, (b) as contemplated by this Agreement or
SCHEDULE 5.1 or (c) as consented to by Buyer (which consent shall not be
unreasonably withheld or delayed), between the date hereof and the Closing Date,
Sellers will, and will cause the Acquired Companies to, operate the Systems in
the ordinary course of business consistent with past practice (subject to, and
except as modified by, compliance with the following negative and affirmative
covenants):

            5.1.1 Negative Covenants. The Sellers shall not, and shall not
permit the Acquired Companies to, do any of the following between the date
hereof and the Closing Date:

                  (i) Fail to timely file a valid request for renewal in
accordance with Section 626(a) of the Communications Act, or fail to use
commercially reasonable efforts to renew on substantially the same or on other
commercially reasonable terms any Franchise that will expire after the date
hereof and prior to the date which is thirty (30) months after the Closing Date
in accordance with its terms (it being understood that the Sellers shall not be
required to take any steps necessary to obtain a renewal of any Franchise
earlier than such steps are required to be taken by applicable FCC regulations,
and obtaining a renewal of any Franchise shall not be a condition precedent to
Buyer's obligations hereunder). Sellers shall not agree to any material
modifications to, or in connection with, or the imposition of any material
condition, to the renewal of, any of the Franchises that are not reasonably
acceptable to Buyer and Buyer agrees that it shall not unreasonably withhold or
delay its consent; provided, however, nothing set forth in this sentence shall
limit or reduce the obligations of Buyer set forth in Section 5.3.2. Sellers
will notify Buyer of all meetings, hearings and other discussions with
Governmental Authorities in connection with renewal or extension of any
Franchise or Governmental Authority relating to a Franchise.

                  (ii) Enter into any new Contracts with respect to the Systems
that would be included in Transferred Assets, except: (A) Contracts for the
provision of services to customers on customary terms and conditions consistent
with Sellers' past practice; (B) the renewal or extension of any existing
Contract on its existing terms, in all material respects, in the ordinary course
of business or consistent with Sellers' past practice; (C) with respect to
utility

                                       40

<PAGE>

pole attachment agreements, Contracts with terms as customarily required by the
utility whose poles are utilized; or (D) Contracts or commitments entered into
in the ordinary course of business that are terminable on not more than sixty
(60) days' prior notice without the payment of any penalty or that do not
involve post-Closing obligations in excess of One Hundred Thousand Dollars
($100,000) per annum in any one case. Sellers shall not agree to any material
modifications to, or in connection with, or the imposition of any material
condition, to the renewal of, any of the Exclusive Retransmission Consent
Agreements that are not reasonably acceptable to Buyer and Buyer agrees that it
shall not unreasonably withhold or delay its consent; provided, however, nothing
set forth in this sentence shall limit or reduce the obligations of Buyer set
forth in Section 5.3.2.

                  (iii) Modify or amend in any material respect, any existing
Contract that would be included in Transferred Assets, except in the ordinary
course of business and consistent with Sellers' past practice and except to the
extent that any such modified or amended Contract would be permitted under
Section 5.1.1(ii).

                  (iv) Acquire any asset except in the ordinary course of
business or sell, assign, lease, swap or otherwise transfer or dispose of any
asset that would otherwise constitute part of the Transferred Assets, except for
such assets consumed or disposed of in the ordinary course of business and
consistent with Sellers' past practice.

                  (v) Create, assume or permit to exist any Encumbrance upon the
Transferred Assets or any of the Purchased Interests other than Permitted
Encumbrances.

                  (vi) Increase annually recurring compensation by more than 5%,
on average and in the aggregate, for Sellers Employees, except for customary
merit or time-in-grade increases for qualifying employees or otherwise in
accordance with the employee policies of Sellers or Sellers' Affiliates, and in
each case, consistent with past practices.

                  (vii) Relocate (a) any employees of the Systems with exempt
status under the Fair Labor Standards Act without the consent of Buyer; or (b)
any other Eligible Employees other than in the ordinary course and consistent
with Sellers' past practice.

                  (viii) Effect any rate decrease or change any programming or
programming packages, except as may be required under applicable Legal Rules,
except in the ordinary course of business and consistent with Sellers' past
practice.

                  (ix) Make or rescind or permit any Acquired Company to make or
rescind any election relating to Taxes or make or permit any Acquired Company to
make any change in any method of Tax accounting or reporting unless required by
GAAP or applicable Legal Rules.

                  (x) Waive, release or assign any material right relating to
the Systems or the Transferred Assets.

                  (xi) Enter into any commitment for capital expenditures with
respect to the systems in excess of the budgeted capital expenditures set forth
on SCHEDULE 2.6.1(i).

                                       41

<PAGE>

                  (xii) Enter into, modify or terminate any labor or collective
bargaining agreement or, through negotiation or otherwise, make any commitment
or incur any Liability that will become an Assumed Liability at Closing to any
labor organization, with respect to any Sellers Employee.

                  (xiii) Except in the ordinary course consistent with past
practice, change or modify its credit, collection or payment policies,
procedures or practices, including acceleration of collections or receivables
(whether or not past due) or fail to pay or delay payment of payables or other
Liabilities, with respect to the Systems.

                  (xiv) Amend the constituent documents of any Acquired Company.

                  (xv) Except in the ordinary course consistent with past
practice: enter into any Contracts, whether as a marketing promotion or
otherwise, providing for (A) free cable, digital, high speed data or telephony
by the Systems or at rates less than the rates in effect on the date of this
Agreement; or (B) free installations or for installations at less than the
applicable Seller's standard installation charges.

                  (xvi) Authorize or enter into any agreement or commitment with
respect to any of the foregoing.

            5.1.2 Affirmative Covenants. Sellers shall do the following between
the date hereof and the Closing Date:

                  (i) Subject to Buyer's obligations under Section 5.15.1 and
under the Confidentiality and Nondisclosure Agreement, dated June 2, 2005,
between Parent and Buyer, allow Buyer and its authorized representatives
reasonable access during normal business hours and upon reasonable notice to the
Systems, the Transferred Assets and the physical plant, offices, properties and
records of the Sellers and the Acquired Companies with respect to the Systems
and the Acquired Companies for the purpose of inspection, and furnish or cause
to be furnished to Buyer or its authorized representatives all information with
respect to the Transferred Assets, the Systems or the Acquired Companies that
Buyer may reasonably request.

                  (ii) Maintain the existing insurance policies on the Systems
and the Transferred Assets (or comparable replacement policies).

                  (iii) Comply in all material respects with all Legal Rules
applicable to Sellers, the Acquired Companies and the Transferred Assets and the
operation of the Systems.

                  (iv) Use commercially reasonable efforts to make capital
expenditures in the amounts set forth on SCHEDULE 2.6.1(i) during the period
from the date hereof until the Closing Date; provided that it is understood and
agreed that other than for any adjustment to the Purchase Price pursuant to
Section 2.6.1(ii)(F), Buyer shall have no claim under this Agreement against
Sellers for any failure to make capital expenditures; provided, further, that
Sellers shall consult with Buyer, in good faith, with respect to how funds
related to capital expenditures will be used.

                                       42

<PAGE>

                  (v) In the event that Licensed Intellectual Property is owned
by a third-party licensor and is used exclusively in connection with the
business or operations of one or more of the Systems, use commercially
reasonable efforts to assist Buyer in obtaining the right to use Licensed
Intellectual Property.

                  (vi) Use commercially reasonable efforts to keep all
Transferred Contracts and Exclusive Governmental Permits (subject to expiration
of such Transferred Contracts and Exclusive Governmental Permits in accordance
with their respective terms) in full force and effect without default or event
of default thereunder except for such defaults or events of default that (i)
would not, individually or in the aggregate, reasonably be expected to have a
material adverse effect on the operations of a System or (ii) have not and will
not materially impair the ability of Sellers to perform their respective
obligations under this Agreement or any Related Agreement or to consummate the
transactions contemplated hereunder or thereunder.

                  (vii) Promptly advise Buyer of any union organizing activities
with respect to any of the Sellers Employees and consult with Buyer regarding
negotiations with respect to any such activities.

                  (viii) Implement the increases described in SCHEDULE
5.1.2(viii), in the amounts, and at the times, set forth in SCHEDULE
5.1.2(viii); provided that, in Sellers' discretion, without the consent of
Buyer, Sellers may increase the amount of each proposed rate increase by not
more than ten percent (10%) of such proposed rate increase. If requested by
Buyer, Sellers shall not implement, or implement in a lesser amount, the
proposed rate increase for the West Texas System for April 2006 set forth in
SCHEDULE 5.1.2(viii).

      5.2 Financial and Operational Information. Sellers shall use commercially
reasonable efforts to furnish to Buyer:

            5.2.1 on or before March 31, 2006, a copy of the audited combined
balance sheets with respect to the Systems in the aggregate, as of December 31,
2005, and the related combined statements of operations, invested equity, and
cash flows for the year then ended (the "DECEMBER 31, 2005 AUDITED FINANCIAL
STATEMENTS") which (a) shall have been prepared based on the separate accounting
records maintained by the Sellers and applicable Affiliates of Sellers, (b) will
fairly present, in all material respects, the combined financial position of the
Systems in the aggregate as of December 31, 2005, and the combined results of
their operations and their cash flows for the year then ended, in conformity
with GAAP, consistently applied (c) shall have been audited by Deloitte & Touche
or another Big 4 accounting firm and include an unqualified opinion of such firm
and (d) shall have been prepared to comply with the requirements of Regulations
S-X of the SEC.

            5.2.2 on or before May 15, 2006, a copy of the unaudited combined
balance sheet with respect to the Systems in the aggregate, as of March 31, 2006
and 2005, and the related combined statements of operations and cash flows for
the three months ended March 31, 2006, and 2005 which (a) shall have been
prepared based on the separate accounting records maintained by the Sellers and
applicable Affiliates of Sellers and (b) will fairly present, in all material
respects, the combined financial position of the Systems in the aggregate as of
March 31, 2006 and 2005, and the combined results of their operations for the
three months ended

                                       43

<PAGE>

March 31, 2006 and 2005, in accordance with GAAP for interim financial
information, which will include all of the information and footnote disclosures
required by GAAP for interim financial information, (c) shall have been reviewed
in accordance with SAS 100 by Deloitte & Touche or another Big 4 accounting
firm, and (d) shall have been prepared to comply with the requirements of
Regulations S-X of the SEC. In the event the Closing occurs more than 135 days
after (A) March 31, 2006 or (B) the date of any later calendar quarter end,
financial information related to such quarterly period in accordance with this
Section 5.2.2, shall be furnished to Buyer promptly after the 135th day after
the date of the applicable calendar quarter end; provided that the out-of-pocket
expenses incurred in connection with the preparation of the financial statements
pursuant to this sentence shall be shared equally by Buyer and Sellers.

            5.2.3 within forty-five (45) days (or sooner if available) after the
end of each month between the date hereof and the Closing Date, such monthly
financial and operating reports as are routinely prepared for internal use for
management of the Sellers.

      5.3 Consents and Replacement Agreements.

            5.3.1 Sellers and Buyer covenant and agree as follows:

                  (i) Following the execution hereof, until the Closing, Sellers
and Buyer shall each use its commercially reasonable efforts to obtain as
expeditiously as possible the Consents listed on SCHEDULE 5.3, including without
limitation, reasonable replacement or separated Contracts and reasonably
comparable replacement or separated authorizations (including any
Telecommunications Authorizations).

                  (ii) As soon as practicable after the execution of this
Agreement, but in any event no later than thirty (30) days after such execution
(subject to extension for a period of up to an additional ten (10) days, if
reasonably necessary for a party to complete its application), Sellers and Buyer
shall prepare and file or deliver, or cause to be prepared and filed or
delivered, all applications (including FCC Forms 394 or other appropriate forms)
or requests required to be filed with or delivered to the FCC, any State
Regulatory Authority, any Franchising Authority or any other Person that are
that are necessary to obtain the Consents for the transfer of the Exclusive
Governmental Permits and any other Consents of the FCC or any State Regulatory
Authority listed on SCHEDULE 5.3, which applications shall include, where
applicable, a request that Sellers and their Affiliates be unconditionally
released from or under any obligation of Sellers thereunder or any of Sellers'
or their Affiliates' guarantee or surety of any of the Sellers' obligations or
performance thereunder. Buyer and Sellers shall each be responsible for and pay
one half of all Governmental Permit transfer fees, including fees and expenses
of counsel, accountants, agents and other representatives, related thereto.

                  (iii) As soon as practicable after the execution of this
Agreement, but in any event no later than thirty (30) days after such execution
(subject to extension for a period of up to an additional ten (10) days, if
reasonably necessary for Buyer to complete its application) Buyer shall prepare
and file, or cause to be prepared and filed, all applications required to be
filed with the FCC and any State Regulatory Authority that are necessary to
obtain replacement authorizations for the Telecommunications Authorizations set
forth on SCHEDULE 2.8.3. Buyer

                                       44

<PAGE>

and Sellers shall each be responsible for and pay one half of all fees,
including fees and expenses of counsel, accountants, agents and other
representatives, of related thereto.

                  (iv) As soon as practicable after the execution of this
Agreement, but in any event no later than thirty (30) days after such execution
(subject to extension for a period of up to an additional ten (10) days, if
reasonably necessary for a party to complete its requests for Consent), the
parties shall make appropriate requests for any Consents required under the
Contracts set forth on SCHEDULE 5.3, which requests shall include a request that
Sellers and their Affiliates be unconditionally released of any guarantee or
surety of any of the Sellers' obligations or performance thereunder in
connection therewith. If any Transferred Contract, Non-Exclusive Retransmission
Consent Agreement, Master Carrier Agreement or Master CBI Agreement requires
Buyer to assume such Transferred Contract or the obligations of any of the
Sellers thereunder (or with respect to such Non-Exclusive Retransmission Consent
Agreement, Separated Retransmission Rights, or with respect to such Master
Carrier Agreement, Separated Carrier Rights, or with respect to such Master CBI
Agreement, Separated CBI Rights, or with respect to Non-Exclusive Cox Media
Agreements, Separated Advertising Sales Rights) in connection with the
consummation of the transactions contemplated by this Agreement, Buyer shall,
effective as of Closing, assume any such Transferred Contract and obligations
(or with respect to such Non-Exclusive Retransmission Consent Agreement,
Separated Retransmission Rights, or with respect to such Master Carrier
Agreement, Separated Carrier Rights, or with respect to such Master CBI
Agreement, Separated CBI Rights, or with respect to Non-Exclusive Cox Media
Agreements, Separated Advertising Sales Rights) pursuant to an instrument
reasonably acceptable to all parties thereto. Buyer and Sellers shall each be
responsible for and pay one half of all administrative or other fees imposed by
a Person as a condition to processing or giving any Consent or as a condition to
entering into a new replacement agreement with Buyer in lieu of giving Consent
to assignment of such Transferred Contract (or with respect to such
Non-Exclusive Retransmission Consent Agreement, Separated Retransmission Rights,
or with respect to such Master Carrier Agreement, Separated Carrier Rights, or
with respect to such Master CBI Agreement, Separated CBI Rights, or with respect
to Non-Exclusive Cox Media Agreements, Separated Advertising Sales Rights) to
Buyer, including fees and expenses of counsel, accountants, agents and other
representatives related thereto.

                  (v) If, notwithstanding their commercially reasonable efforts,
Sellers are unable to obtain one or more of the Consents, (a) Buyer and the
applicable Seller shall enter into the Management Agreement with respect to
affected Franchises as contemplated in Section 10.1.3, (b) Buyer and the
applicable Seller shall enter into the Outsourcing Agreement with respect to
affected State Telecommunications Authorizations as contemplated in Section
10.1.4, (c) as to a Consent involving a Transferred Contract, Sellers shall
transfer the affected Transferred Contract to Buyer notwithstanding the absence
of any such Consent and (d) as to a Consent involving Separated Retransmission
Rights, Separated Carrier Rights, Separated CBI Rights or Separated Advertising
Sales Rights, Sellers, at their sole option, may elect to either transfer or not
transfer such Separated Retransmission Rights, Separated Carrier Rights,
Separated CBI Rights or Separated Advertising Sales Rights and, in any case of
clause (a), (b), (c) or (d), above, none of the Sellers shall be liable to Buyer
for any breach of covenant under this Section 5.3.1, and, for the avoidance of
doubt, after the Closing, Sellers shall not have any obligation with respect to
obtaining any Consents or any liability for the failure of such Consents to be
obtained. Except as expressly set forth in Section 5.3.2 below, nothing in this
Section 5.3.1

                                       45

<PAGE>

shall require the expenditure or payment of any funds (other than in respect of
normal and usual attorneys fees, filing fees or other normal costs of doing
business) or the giving of any other consideration by Buyer or Sellers or any
adjustment to the Purchase Price.

                  (vi) Sellers will use their commercially reasonable efforts to
assist Buyer in connection with Buyer's efforts to obtain replacement assets for
any Excluded Assets and to obtain Separated Retransmission Rights, Separated
Carrier Rights, Separated CBI Rights and Separated Advertising Sales Rights. In
the event a replacement Contract or a replacement asset for an Excluded Asset is
not obtained, Sellers will, if and to the extent Buyer shall request, reasonably
assist Buyer in obtaining the benefits to which Sellers are entitled under their
Contracts or with respect to the Excluded Assets; provided, however, that the
obligations required to procure such benefits would be Buyer's, and Sellers will
reasonably assist with any transfer or assignment to Buyer by Sellers of any
right or benefit arising thereunder or resulting therefrom.

            5.3.2 Except as otherwise agreed by Sellers and Buyer, Buyer shall
not be required to accept any Consent from any Governmental Authority or other
Person which contains any adverse condition, change or additional or different
adverse terms to an Exclusive Governmental Permit, Transferred Contract,
Separated Retransmission Rights, Separated Carrier Rights, Separated CBI Rights
or Separated Advertising Sales Rights to which such Consent relates as a
requirement for such Governmental Authority or other Person granting its
Consent; provided, however, that any conditions, changes or additional or
different terms that are customary in the industry for cable system operators
similarly situated to Buyer in terms of size and financial and operating
qualifications, giving effect to the transaction contemplated by this Agreement,
shall be accepted by Buyer. Buyer agrees that any of such conditions, changes or
additional or different terms falling within the proviso of the previous
sentence shall be deemed commercially reasonable for purposes hereof.

            5.3.3 Buyer shall promptly furnish to any Governmental Authority or
other Person from whom a Consent is requested such accurate and complete
information regarding Buyer and its Affiliates, including financial information
concerning Buyer and other information relating to the cable and other media
operations of Buyer, as a Governmental Authority or other Person may reasonably
require in connection with obtaining any Consent, and Buyer shall promptly
furnish to Sellers a copy of any such information provided to a Governmental
Authority or other Person, and any other information concerning Buyer as Sellers
may reasonably request in connection with obtaining any Consent.

            5.3.4 Each of Buyer and Sellers shall use their commercially
reasonable efforts to keep one another apprised of any request by Governmental
Authorities or other Persons of any conditions, changes or additional or
different terms to an Exclusive Governmental Permit, Transferred Contract,
Separated Retransmission Rights, Separated Carrier Rights, Separated CBI Rights
or Separated Advertising Sales Rights for which a Consent is sought.

            5.3.5 Buyer agrees that if any Consent related to an Exclusive
Governmental Permit, Transferred Contract, Separated Retransmission Right,
Separated Carrier Right, Separated CBI Right or Separated Advertising Sales
Right that includes a guarantee (including any continuing obligation as
assignor) or surety by any Seller or any of its Affiliates of any of the

                                       46

<PAGE>

Sellers' or Sellers' Affiliates' obligations or performance thereunder does not
include an unconditional release thereof, from and after Closing Buyer shall
indemnify and hold harmless Sellers and their Affiliates from and against any
and all Losses arising out of any such guarantee or surety.

      5.4 HSR Act Filing. As soon as practicable after the execution of this
Agreement, but in any event no later than thirty (30) days after such execution
(subject to extension for a period of up to an additional ten (10) days, if
reasonably necessary for a party to complete its notification and report if not
filed by the expiration of such thirty (30) day period), the parties will each
complete and file, or cause to be completed and filed, any notification and
report required to be filed under the HSR Act. The parties shall use
commercially reasonable efforts to respond as promptly as reasonably practicable
to any inquiries received from the Federal Trade Commission (the "FTC") and the
Antitrust Division of the Department of Justice (the "ANTITRUST DIVISION") for
additional information or documentation and to respond as promptly as reasonably
practicable to all inquiries and requests received from any other Governmental
Authority in connection with antitrust matters. The parties shall use
commercially reasonable efforts to overcome any objections which may be raised
by the FTC, the Antitrust Division or any other Governmental Authority having
jurisdiction over antitrust matters. Buyer, on the one hand, and Sellers, on the
other hand, shall share equally the cost of the filing fee required under the
HSR Act.

      5.5 Transfer Taxes, Etc.

            5.5.1 Buyer and Sellers shall each be responsible for and pay one
half of all sales, use, transfer, documentary and purchase Taxes and fees,
filing fees (except as expressly set forth in Section 5.4), recordation fees and
application fees (collectively, the "TRANSFER TAXES"), if any, arising out of
the transactions contemplated herein, and Buyer shall be responsible for, and
Sellers shall cooperate with Buyer in connection with, the timely filing of all
necessary documents (including all Tax Returns), subject to Sellers right , in
advance, to review, comment on and approve, which approval shall not be
unreasonably withheld, such documents with respect to Transfer Taxes.

            5.5.2 All real property taxes, personal property taxes, or ad
valorem obligations and similar recurring taxes and fees on the Transferred
Assets and the assets of the Acquired Companies and all Taxes of the Acquired
Companies shall be prorated between Buyer and Sellers as of the Adjustment Time.
Sellers shall be responsible for all such taxes and fees on the Transferred
Assets and assets of the Acquired Companies and the Taxes of the Acquired
Companies to the extent attributable to any period up to and including the
Adjustment Time. Buyer shall be responsible for all such taxes and fees on the
Transferred Assets and the assets of the Acquired Companies to the extent
attributable to any period after the Adjustment Time. With respect to Taxes
described in this Section 5.5, Sellers shall timely file all Tax Returns due
before the Closing Date with respect to such Taxes and Buyer shall prepare and
timely file all Tax Returns due after the Closing Date with respect to such
Taxes. If one party remits to the appropriate Taxing Authority payment for
Taxes, which are subject to proration under this Section 5.5 and such payment
includes the other party's share of such Taxes, such other party shall promptly
reimburse the remitting party for its share of such Taxes.

                                       47

<PAGE>

            5.5.3 Buyer and Sellers shall cooperate, as and to the extent
reasonably requested by the other party, to obtain from any Taxing Authority, or
to provide to the other party hereto, any certificate or other document as may
be necessary or helpful to mitigate, reduce or eliminate any Transfer Tax that
could be imposed with respect to the transactions contemplated by this
Agreement. Without limiting the foregoing, at Closing, Buyer shall deliver to
the appropriate Seller a properly completed resale certificate (or an acceptable
substitute therefor) for each state in which Buyer is purchasing the Transferred
Assets for resale, in order to qualify such purchase for the applicable resale
exemption under the sales Tax (or similar) laws of each applicable state
(collectively, the "RESALE CERTIFICATES").

      5.6 Bonds, Letters of Credit, Etc. Subject to the provisions of Section
5.3.2 hereof, Buyer shall take all steps and execute and deliver all documents
to ensure that, on the Closing Date, or such other later date not to exceed
thirty (30) days following the Closing, Buyer has delivered such bonds, letters
of credit, indemnity agreements and similar instruments in such amounts and in
favor of such Franchising Authorities and other persons requiring the same in
connection with the Exclusive Governmental Permits, the Transferred Contracts
and the bonds, letters of credit and similar instruments set forth on SCHEDULE
3.19.

      5.7 Transition Services; Intellectual Property. At Closing, Buyer and
Sellers will (and, if applicable, Sellers will cause certain of their Affiliates
to) execute and deliver (a) an agreement in the form attached hereto as EXHIBIT
C (the "TRANSITION SERVICES AGREEMENT"), pursuant to which Sellers or Sellers'
Affiliates or agents will agree to perform certain transitional services for
Buyer with respect to the Systems pursuant to the terms therein, and (b) a
license agreement in the form attached hereto as EXHIBIT D (the "INTELLECTUAL
PROPERTY LICENSE AGREEMENT"), pursuant to which Sellers or Acquired Companies or
any Affiliate thereof will license to Buyer the right to use certain Licensed
Intellectual Property and Software owned by Sellers or Acquired Companies or any
Affiliate thereof solely in connection with the operation of the Systems.

      5.8 Covenants Regarding Employee Matters.

            5.8.1 Within seven (7) days from the date hereof, Sellers shall
provide Buyer with a list of all Eligible Employees (defined below) including
their names, dates of hire and current salary initialed by the parties with
reference to this Section. Effective as of the Closing Date, Buyer shall offer
employment to each of the Eligible Employees except those Eligible Employees
identified by Buyer by notice (the "EXCLUSION NOTICE") to Sellers not later than
ninety (90) days after the date of this Agreement, except as otherwise provided
in this Section 5.8. For purposes of this Agreement, "ELIGIBLE EMPLOYEES" mean
all Sellers Employees with the exception of those individuals set forth in
notice by Sellers to Buyer heretofore delivered to Buyer. Except as otherwise
provided in this Section 5.8, Buyer shall offer employment to the Eligible
Employees (other than those Eligible Employees identified by Buyer in the
Exclusion Notice to Sellers provided for above) on terms and conditions that are
substantially similar in the aggregate to the terms and conditions of employment
applicable to other employees of Buyer who are similarly situated (such Eligible
Employees whom Buyer hires as of Closing Date, collectively the "TRANSFERRED
EMPLOYEES"). Buyer and Sellers shall cooperate reasonably from and after the
date hereof to communicate with Eligible Employees regarding the offers of
employment to be made by Buyer hereunder and otherwise to give effect to this
Section 5.8.

                                       48

<PAGE>

            5.8.2 Sellers shall be responsible for and shall cause to be
discharged and satisfied in full amounts owed to any Transferred Employee in
respect of wages, salaries, any employment, incentive, compensation or bonus
agreements or payments on account of termination or other benefits, in each case
accrued prior to the Adjustment Time (other than Accrued Vacation, which Buyer
will honor pursuant to Section 5.8.4).

            5.8.3 Buyer shall waive all preexisting condition limitations under
Buyer's health plan for Transferred Employees covered by Sellers' health care
plan as of the Adjustment Time and shall provide such health care coverage
effective as of the Adjustment Time without the application of any eligibility
period for coverage. In addition, Buyer shall cause Buyer's health care plan to
credit all employee payments toward deductible and co-payment obligations limits
under Sellers' health care plan for the plan year that includes the Adjustment
Time as if such payments had been made for similar purposes under Buyer's health
care plan during the plan year that includes the Adjustment Time, with respect
to Transferred Employees. Buyer shall offer no inducement to any person to elect
continuation coverage pursuant to Part 6 of Subtitle B of Title I of ERISA
("COBRA") with respect to any of Sellers' "group health plan" (as such term is
defined in Section 607(1) of ERISA or Section 5000(b)(1) of the Code).

            5.8.4 For each Transferred Employee, Buyer shall give past service
credit for eligibility and vesting crediting purposes (but not for benefit
accrual purposes) under each of its employee benefit plans that, on or after the
Adjustment Time, provides coverage to Transferred Employees to the same extent
such employment service was credited for similar purposes under Sellers'
employee benefit plans prior to the Adjustment Time. Buyer shall permit
Transferred Employees to use and shall grant Transferred Employees credit for
and shall assume and be responsible for Accrued Vacation, but only to the extent
taken into account in the determination of the Current Adjustment.

            5.8.5 Buyer shall be responsible for and pay severance to any
Transferred Employees discharged by Buyer without cause within six (6) months
after the Closing in an amount to which such Transferred Employees would have
been entitled to severance payments pursuant to Sellers' severance benefits plan
if such Transferred Employees had been discharged without cause by Sellers
immediately prior to Closing and had not been hired by Buyer as of the Closing.
A description of Sellers' severance benefits plan as of the date hereof is
attached hereto as SCHEDULE 5.8.5.

            5.8.6 Subsequent to the Closing, the account balances of the
Transferred Employees under the Sellers' 401(k) plan shall be payable to such
Transferred Employees in accordance with the terms of the plan. Upon evidence
reasonably satisfactory to Buyer of the qualified status of Seller's 401(k)
plan, Buyer will permit rollovers to Buyer's 401(k) plan of cash and of
promissory notes that relate to outstanding loans made to participants from
Sellers' 401(k) plan, if any, with respect to any Transferred Employee that
elects to make such a rollover. Buyer's 401(k) plan shall be substituted as the
obligee of such promissory notes, and, except as permitted by applicable Legal
Rules, no other changes shall be made with respect to the terms of the notes.
Buyer shall effect such rollovers in a manner intended not to result in the
recognition of taxable income by the Transferred Employees, and shall take, or
shall cause its 401(k) plan to take, any actions that are necessary to effect
such rollovers.

                                       49

<PAGE>

            5.8.7 Sellers and Buyer shall in good faith negotiate an employee
reorganization plan by December 31, 2005 (the "REORGANIZATION PLAN"). Sellers
and Buyer further agree to negotiate in good faith to timing and content of any
notice of termination, and any separation and release agreement, to be provided
to any employees who, under the Reorganization Plan, will not be offered
employment by Buyer in an effort to mitigate any liability under the WARN Act.
Any severance payment obligations, including for this purposes of this Section
5.8.7 any severance pay amounts and any amounts required or agreed to be paid to
resolve any potential liability arising under the WARN Act, arising from the
termination of any Eligible Employee by Sellers prior to Closing pursuant to the
Reorganization Plan and paid by Sellers shall be applied against the Severance
Maximum. In addition, any such severance payment obligations arising from the
failure by Buyer to offer employment to Eligible Employees in accordance with
the Reorganization Plan and paid by Sellers shall be applied against the
Severance Maximum. In the event the parties fail to reach agreement on the
Reorganization Plan, Sellers obligation for severance shall remain subject to
the Severance Maximum. The amount of any severance payment obligations,
including for this purpose any severance pay amounts and any amounts required or
agreed to be paid to resolve any potential liability arising under the WARN Act,
paid by Sellers in excess of the Severance Maximum (the "Severance Excess")
shall be treated as an adjustment to the Purchase Price pursuant to Section
2.6.1(i)(P). Buyer shall be solely responsible for and shall pay any payment
obligations required or agreed to be paid to resolve any potential liability
arising under the WARN Act by virtue of the failure on the part of Buyer to make
a sufficient number offers of employment to Eligible Employees pursuant to this
Section 5.8.1 or as a result of Buyer's termination of the employment of any
Transferred Employees after Closing.

            5.8.8 This Section 5.8 shall operate exclusively for the benefit of
the parties to this Agreement and not for the benefit of any other Person,
including, without limitation, any current, former or retired employee of the
Sellers, Sellers' Affiliates or spouse or dependents of such other Person.

      5.9 Environmental Investigations.

            5.9.1 After the date of this Agreement, Buyer may elect, at its own
expense, to order a Phase I environmental site assessment of any Owned Real
Property or Leased Real Property to the extent expressly permitted by the
applicable lease as Buyer may determine, to be performed by a nationally
recognized environmental firm selected by Buyer, and approved by Sellers, which
approval shall not be unreasonably withheld, conditioned or delayed (the
"ENVIRONMENTAL FIRM"), which Phase I environmental site assessments must be
completed within ninety (90) days after the date of this Agreement. If the
Environmental Firm reasonably determines as a result of those assessments that
further investigation or testing is necessary, Buyer may cause to be performed,
at its expense, Phase II environmental site assessments at the Owned Real
Property and the Leased Real Property except to the extent expressly prohibited
by the applicable lease, as soon as reasonably practicable by the Environmental
Firm. Following their completion, Buyer will promptly deliver copies of such
Phase I and Phase II environmental site assessment reports to Sellers. Sellers
will comply with any reasonable request for information made by Buyer or the
Environmental Firm in connection with any such investigation and shall afford
Buyer and the Environmental Firm access to all areas of the Owned Real Property,
at reasonable times and in a reasonable manner in connection with any such

                                       50

<PAGE>

investigation. In the event that as a result of Phase II environmental
assessments, the Environmental Firm reasonably determines that remedial action
is required by Environmental Law (a "Required Action"), Buyer shall promptly
notify Sellers and provide Sellers with copies of the relevant report.

            5.9.2 If the estimated cost required to complete the Required Action
(as provided by the Environmental Firm) is equal to or less than the current
amount of the then Unutilized Deductible (as hereafter defined), Buyer shall
accept the Transferred Assets in their then condition and an amount equal to
Buyer's actual cost to complete the Required Action shall reduce the amount of
the Unutilized Deductible provided for in Section 9.5.1 (it being understood and
agreed that no Liabilities arising out of or relating to such Required Action
shall serve as the basis for a claim for indemnification by Buyer pursuant to
Article 9 but the amount of the Unutilized Deductible shall be reduced as
provided in this Section 5.9.2), but not below zero. For purposes of this
Agreement, "Unutilized Deductible" means the Deductible amount net of any prior
reductions resulting from the application of the provisions of either this
Section 5.9 or Section 5.10.

            5.9.3 If the estimated cost required to complete the Required Action
(as provided by the Environmental Firm) is greater than the Unutilized
Deductible, then notwithstanding any other provisions set forth in this
Agreement, Sellers shall have the following options:

                  (i) Sellers may elect to cause such Required Action, at
Sellers' cost, to be performed in accordance with applicable Environmental Laws,
including without limitation, by virtue of Sellers' agreement to complete such
Required Action or be responsible therefor after Closing to the extent such
Required Action has not been completed prior to Closing;

                  (ii) Sellers may substitute the Owned Real Property which is
the subject of the Required Action with a parcel that shall be acceptable to
Buyer in Buyer's reasonable discretion, and relocate and construct any
improvements constituting Transferred Assets thereon, including the headend,
plant and facilities at Sellers' cost. In this case, the replacement property
shall become a Transferred Asset and the Owned Real Property which is the
subject of the Required Action shall become an Excluded Asset; or

                  (iii) Sellers may, upon twenty (20) days' prior written notice
to Buyer, terminate this Agreement pursuant to Section 8.1.6 without any further
Liability of Buyer or Sellers, unless within said 20-day period Buyer notifies
Sellers of Buyer's election to consummate this Agreement and accept the
Transferred Assets in their then condition, in which event (A) this Agreement
shall not be terminated as provided in this Section 5.9.3(iii) and (B) an amount
equal to Buyer's actual cost to complete the Required Action shall reduce the
amount of the Unutilized Deductible provided for in Section 9.5.1 (it being
understood and agreed that no Liabilities arising out of or relating to such
Required Action shall serve as the basis for a claim for indemnification by
Buyer pursuant to Article 9 but the amount of the Unutilized Deductible shall be
reduced as provided in clause (B) of this Section 5.9.3(iii)), but not below
zero.

                                       51

<PAGE>

      5.10 Risk of Loss.

            5.10.1 The risk of loss, damage or destruction to the Systems from
fire, theft or other casualty or cause shall be borne by Sellers at all times up
to the Closing. It is expressly understood and agreed that in the event of any
material loss or damage to any material portion of the Transferred Assets from
fire, casualty or other cause prior to the Closing, Sellers shall promptly
notify Buyer of same in writing. Such notice shall report the loss or damage
incurred, the cause thereof, if known, and the insurance coverage, if any,
related thereto.

            5.10.2 Notwithstanding any other provision contained in this
Agreement:

                  (i) If the amount of damage sustained not covered by insurance
is less than the Unutilized Deductible, this Agreement shall remain in full
force and effect, the Closing shall be consummated and Buyer shall accept such
Transferred Assets in their then condition; Sellers shall pay or assign to Buyer
all proceeds of insurance from third party insurers theretofore received or to
be received covering the Transferred Assets involved, together with an amount
equal to the applicable deductible under such insurance policies; there shall be
no reduction to the Purchase Price or any claim for indemnification by Buyer
pursuant to Article 9; the actual amount of damage not covered by insurance
shall reduce the amount of the Unutilized Deductible provided for in Section
9.5.1 (it being understood and agreed that no Liabilities arising out of or
relating to such casualty shall serve as the basis for a claim for
indemnification by Buyer pursuant to Article 9, but the amount of the Unutilized
Deductible shall be reduced as provided in this Section 5.10.2(i)), but not
below zero.

                  (ii) If the amount of damage sustained not covered by
insurance exceeds the Unutilized Deductible and which is not repaired, replaced
or restored prior to the Closing, Sellers may, upon twenty (20) days' prior
written notice to Buyer, terminate this Agreement pursuant to Section 8.1.7
without any further Liability of Buyer or Sellers, unless within said 20-day
period Buyer notifies Sellers of Buyer's election to consummate this Agreement
and accept such Transferred Assets in their then condition, in which event this
Agreement shall not be terminated as provided in this Section 5.10.2(ii);
Sellers shall pay or assign to Buyer all proceeds of insurance from third party
insurers theretofore received or to be received covering the Transferred Assets
involved, together with an amount equal to the applicable deductible under such
insurance policies; there shall be no reduction to the Purchase Price or any
claim for indemnification by Buyer pursuant to Article 9; the actual amount of
damage not covered by insurance shall reduce the amount of the Unutilized
Deductible provided for in Section 9.5.1 (it being understood and agreed that no
Liabilities arising out of or relating to such casualty shall serve as the basis
for a claim for indemnification by Buyer pursuant to Article 9, but the amount
of the Unutilized Deductible shall be reduced as provided in this Section
5.10.2(ii)), but not below zero.

      5.11 Subscriber Information. Buyer shall use all Subscriber Information
obtained from Sellers pursuant to the transaction contemplated by this Agreement
in compliance with Sections 222 and 631 of the Communications Act and all other
Legal Rules governing the use, collection, disclosure and storage of such
information.

                                       52

<PAGE>

      5.12 Cure. For all purposes under this Agreement, the existence or
occurrence of any events or circumstances which constitute or cause a breach of
a representation or warranty of any of the Sellers or Buyer, as the case may be,
on the date such representation or warranty is made shall be deemed not to
constitute a breach of such representation or warranty if such event or
circumstance is cured, including without limitation, by virtue of Sellers'
agreement to cure or be responsible for such matter after Closing to the extent
such cure cannot be completed prior to Closing; provided, however, that neither
Sellers nor Buyer, as the case may be, shall be permitted to effectuate any such
cure by amendment to, or addition of, any schedule to this Agreement without the
consent of the other party.

      5.13 Disclosure. Disclosure of information in any portion of a schedule
shall be deemed disclosure in all other relevant portions of the schedules to
the extent that the relevance of such disclosure to such other portion of the
schedules would be reasonably apparent in light of the circumstances. In
addition, (a) the fact that any disclosure on any schedule is not required to be
disclosed in order to render the applicable representation or warranty to which
it relates true, or that the absence of such disclosure on any schedule would
not constitute a breach of such representation or warranty, shall not be deemed
or construed to expand the scope of any representation or warranty hereunder or
to establish a standard of disclosure in respect of any representation or
warranty and (b) disclosure of a particular matter on any schedule shall not in
any circumstance be construed to mean that such matter is material or has not
had or would be reasonably expected to have a Material Adverse Effect.

      5.14 No Other Representations or Warranties.

            5.14.1 Buyer acknowledges and agrees that it (a) has made its own
inquiry and investigation into, and, based thereon, has formed an independent
judgment concerning, the Transferred Assets, the Assumed Liabilities and the
Systems and (b) has been furnished with or has been given adequate access to
such information about the Transferred Assets, the Assumed Liabilities and the
Systems as it has requested. In connection with Buyer's investigation of the
Transferred Assets, the Assumed Liabilities and the Systems, Buyer may have
received and may hereafter receive from the Sellers or its representatives
estimates, projections and other forecasts relating to the Transferred Assets,
the Assumed Liabilities and the Systems, and plan and budget information with
respect thereto (collectively, "PROJECTIONS"). Buyer acknowledges that there are
uncertainties inherent in attempting to make Projections, that Buyer is familiar
with such uncertainties, and that Buyer is taking full responsibility for making
its own evaluation of the adequacy and accuracy of any Projections and Sellers
shall have no liability or obligation with respect thereto.

            5.14.2 Buyer acknowledges and agrees that, except for the
representations and warranties made by the Sellers and expressly set forth in
Article 3 of this Agreement, none of the Sellers or any Affiliate or
representative of the Sellers has made and shall not be construed as having made
to Buyer or to any representative or Affiliate thereof, and neither Buyer nor
any Affiliate nor any representative thereof has relied upon, any representation
or warranty of any kind. Without limiting the generality of the foregoing, and
notwithstanding any express representation and warranty made by the Sellers in
Article 3 hereof, Buyer agrees that none of the Sellers or any Affiliate or any
representative of the Sellers makes or has made any representation or warranty
to Buyer or to any representative or Affiliate thereof with respect to

                                       53

<PAGE>

any Projections or, except to the extent and as expressly covered by a
representation and warranty of the Sellers contained in Article 3 hereof, with
respect to any other statements, documents or other information heretofore or
hereafter delivered to or made available to Buyer or to any representative or
Affiliate thereof (including without limitation, the Confidential Descriptive
Memorandum dated June 2005), and that Buyer will not assert any claim against
the Sellers or any of their Affiliates or any of their directors, officers,
employees, agents, stockholders, or representatives, or hold the Sellers or any
such Persons liable with respect to any such Projections or other statements,
documents or other information heretofore or hereafter delivered to or made
available to Buyer or to any representative or Affiliate thereof (including
without limitation, the Confidential Descriptive Memorandum dated June 2005)
except to the extent and as expressly covered by a representation and warranty
of the Sellers contained in Article 3 hereof.

      5.15 Access to Books and Records.

            5.15.1 Sellers agree that on and after the date hereof, during
normal business hours, it shall permit Buyer and its auditors and attorneys,
through their authorized representatives, to have access to and to examine all
books and records of Sellers reasonably related to the Systems. Any examination
or request for information shall be conducted in such a manner so as not to
interfere with the business or operations of Sellers or any of their Affiliates.

            5.15.2 Buyer agrees that on and after the Closing, during normal
business hours, it shall permit Sellers and their auditors and attorneys,
through their authorized representatives, to have access to and to examine all
books and records provided by Sellers to Buyer in connection with the
transactions contemplated by this Agreement and reasonably related to events
occurring prior to the Closing. Any examination or request for information shall
be conducted in such a manner so as not to interfere with the business or
operations of Buyer or any of its Affiliates.

            5.15.3 Buyer and Sellers shall furnish or cause to be furnished to
each other, as promptly as practicable, such information and assistance relating
to the Transferred Assets, the Systems and the Assumed Liabilities as is
reasonably necessary for the preparation and filing of any Tax Return, claim for
refund or other filings relating to Tax matters, for the preparation for any Tax
audit, for the preparation for any Tax protest, for the prosecution or defense
of any suit or other proceeding relating to Tax matters. For the avoidance of
doubt, Sellers shall prepare and file, or cause to be prepared and filed, the
income Tax Returns of CTT for any short taxable period ending as of the Closing
Date.

            5.15.4 Each party shall direct its representatives to render any
assistance which the other party may reasonably request in examining or
utilizing records referred to in this Section 5.15. Each party agrees to
preserve all files and records which are subject to this Section 5.15 for a
period of seven (7) years after the Closing Date, provided, however, each party
may destroy or otherwise dispose of any such records during such seven (7) year
period after first giving thirty (30) days' notice thereof to the other party,
and within thirty (30) days of receipt of such notice, such other party may
cause to be delivered to it the records intended to be destroyed, at such other
party's expense.

                                       54

<PAGE>

      5.16 Programming Agreements.

            5.16.1 Sellers have notified each Programmer that is a party to a
Programmer Optional Programming Agreement listed on SCHEDULE 1.75(a) of the
transactions contemplated by this Agreement. Sellers shall notify Buyer upon
receipt of any notice from such Programmer. If any such Programmer so elects,
Buyer hereby agrees to execute and deliver an assignment and assumption
agreement for Buyer's assumption of a particular Seller's or Seller's
Affiliate's obligations with respect to the Systems and containing other
customary terms for a transaction of such nature (a "Programming Assumption
Agreement") with respect to such Programmer Optional Programming Agreement at
Closing.

            5.16.2 Within fifteen (15) days of the date hereof, Sellers shall
notify each Programmer that is a party to a Programmer Optional Programming
Agreement listed on SCHEDULE 1.75(b) of the transactions contemplated by this
Agreement. Sellers shall notify Buyer upon receipt of any notice from such
Programmer. If any such Programmer so elects, Buyer hereby agrees to execute and
deliver a Programming Assumption Agreement with respect to such Programmer
Optional Programming Agreement at Closing. Buyer agrees that to the extent that
the Programmer that is a party to the Programmer Optional Programmer Agreement
marked with an asterisk on SCHEDULE 1.75(b) elects to require Buyer to assume
the obligation to distribute its programming under the terms of Buyer's
programming agreement with such Programmer (to the extent Buyer has such
programming agreement with such Programmer in force), Buyer hereby agrees to
assume such obligation under its terms. Buyer agrees that to the extent that the
Programmer that is a party to the Programmer Optional Programming Agreement
marked with an asterisk on SCHEDULE 1.75(b) elects to require Buyer to negotiate
a new programming agreement with such Programmer, Buyer hereby agrees to
negotiate with such Programmer in good faith the terms of a new programming
agreement with respect to the Systems.

            5.16.3 To the extent that a Programmer that is a party to a
Programmer Optional Programming Agreement does not elect to require the Buyer to
assume the particular Seller's or Seller's Affiliate's obligations thereunder,
then such programming agreement shall no longer be deemed a Programmer Optional
Programming Agreement.

            5.16.4 As of the date hereof, Sellers have launched the CourtTV
service to certain incremental, full-time, expanded basic subscribers in the
Systems either through new analog launches or migrations from digital to analog
resulting in new incremental analog subscribers (the "Current New CourtTV Analog
Subscribers"). From the date hereof until the Closing Date, Sellers will
continue to launch the CourtTV service to additional incremental, full-time,
expanded basic subscribers in the Systems either through new analog launches or
additional migrations from digital to analog resulting in new incremental analog
subscribers (the "ADDITIONAL NEW COURTTV ANALOG SUBSCRIBERS"); provided that
Sellers will cease such launches when Sellers have at least 150,000 in the
aggregate (the "COURTTV MINIMUM") Current New CourtTV Analog Subscribers and
Additional New CourtTV Analog Subscribers in the Systems. After Closing, Buyer
hereby agrees: (i) in the event that Sellers have not achieved the CourtTV
Minimum, to launch, as promptly as reasonably practicable, but in any event
prior to December 31, 2006, the CourtTV service to additional incremental,
full-time, expanded basic subscribers in the Systems either through, subsequent
to the Closing, new analog launches or

                                       55

<PAGE>

additional migrations from digital to analog resulting in new incremental analog
subscribers until Buyer has achieved the CourtTV Minimum in the Systems; (ii) to
report to Sellers within thirty (30) days of achieving the CourtTV Minimum; and
(iii) to maintain the CourtTV service as a full-time, analog expanded basic
service to at least the Court TV Minimum through December 31, 2009.

      5.17 Cooperation; Commercially Reasonable Efforts. Without limiting or
expanding any of the express obligations of the parties hereunder, the parties
shall cooperate with each other and their respective counsel, accountants,
agents and other representatives in all commercially reasonable respects in
connection with any actions required to be taken as part of their respective
obligations under this Agreement, and otherwise use their commercially
reasonable efforts to consummate the transactions contemplated hereby and to
fulfill their obligations hereunder as expeditiously as practicable. In
addition, Sellers will cooperate with Buyer in providing to Buyer information
reasonably requested by Buyer with respect to the Transferred Assets as well as
to the Excluded Assets (insofar as the Excluded Assets relate to any System).

      5.18 Non-Competition, Non-Solicitation.

            5.18.1 For a period from the Closing Date until the third
anniversary of the Closing Date, Parent shall not, and shall cause its
Affiliates not to, directly or indirectly, own, manage, control or participate
in the ownership, management, or control of any business, whether in corporate,
proprietorship or partnership form or otherwise, engaged in the distribution
business by wireline of video, internet access or telephony operating within the
Designated Area (a "RESTRICTED BUSINESS"); provided, however, that the
restrictions contained in this Section 5.18.1 shall not restrict the acquisition
by Parent, directly or indirectly, of (i) less than 10% of the outstanding
capital stock of any publicly traded company engaged in a Restricted Business,
(ii) a non-controlling passive interest in any Person whose stock is not
publicly traded and which is engaged in the Restricted Business (iii) a Person
(through a merger, asset or stock acquisition) that directly or indirectly is
engaged in the Restricted Business if such Restricted Business in the Designated
Area is not a predominate portion of such Person's business or operations. For
purposes of this Section 5.18.1, "DESIGNATED AREA" means the portion of the
municipalities and areas currently served by the Systems.

            5.18.2 For a period from the Closing Date hereof to the first
anniversary of the Closing Date, Parent shall not, and shall cause its
directors, officers, employees and Affiliates not to, (a) cause, solicit, induce
or encourage any employees of the Systems to leave such employment, including
any such individual who did not accept Buyer's offer of employment made to such
individual pursuant to Section 5.8.1, or (b) hire, employ or otherwise engage
any employees of the Systems with exempt status under the Fair Labor Standards
Act, including any such individual who did not accept Buyer's offer of
employment made to such individual pursuant to Section 5.8.1; provided, however,
that it shall not be a violation of this Section 5.18.2 for Parent or Sellers
(y) to hire employees that did not receive an offer of employment from Buyer
pursuant to section 5.8.1 or that have been terminated by Buyer and those set
forth in the notice delivered pursuant to Section 5.8.1 by Sellers or (z) to
advertise employment opportunities in newspapers, trade publications, electronic
media or other media not targeted specifically at the employees of the Systems.

                                       56

<PAGE>

            5.18.3 The covenants and undertakings contained in this Section 5.18
relate to matters which are of a special, unique and extraordinary character and
a violation of any of the terms of this Section 5.18 will cause irreparable
injury to Buyer, the amount of which will be impossible to estimate or determine
and which cannot be adequately compensated. Accordingly, the remedy at law for
any breach of this Section 5.18 will be inadequate. Therefore, Buyer will be
entitled to an injunction, restraining order or other equitable relief from any
court of competent jurisdiction in the event of any breach of this Section 5.18
without the necessity of proving actual damages or posting any bond whatsoever.
The rights and remedies provided by this Section 5.18 are cumulative and in
addition to any other rights and remedies which Buyer may have hereunder or at
law or in equity.

            5.18.4 The parties hereto agree that, if any court of competent
jurisdiction in a final nonappealable judgment determines that a specified time
period, a specified geographical area, a specified business limitation or any
other relevant feature of this Section 5.18 is unreasonable, arbitrary or
against public policy, then a lesser time period, geographical area, business
limitation or other relevant feature which is determined by such court to be
reasonable, not arbitrary and not against public policy may be enforced against
the applicable party.

      5.19 No Shop.

            5.19.1 Parent shall not, and shall not permit any of the Affiliates,
directors, officers, Employees, representatives or agents of Parent or Sellers
(collectively, the "REPRESENTATIVES") to, directly or indirectly, (i) discuss,
encourage, negotiate, undertake, initiate, authorize, recommend, propose or
enter into, either as the proposed surviving, merged, acquiring or acquired
corporation, any transaction involving a merger, consolidation, business
combination, purchase or disposition of any material amount of the Systems, the
Transferred Assets or any capital stock of a Seller other than the transactions
contemplated by this Agreement (an "ACQUISITION TRANSACTION"), (ii) facilitate,
encourage, solicit or initiate discussions, negotiations or submissions of
proposals or offers in respect of an Acquisition Transaction, (iii) furnish or
cause to be furnished, to any Person, any information concerning the business,
operations, properties or assets of any Seller or the Subsidiaries in connection
with an Acquisition Transaction, or (iv) otherwise cooperate in any way with, or
assist or participate in, facilitate or encourage, any effort or attempt by any
other Person to do or seek any of the foregoing.

            5.19.2 Parent shall, (and shall cause its Representatives to),
immediately cease and cause to be terminated any existing discussions or
negotiations with any Persons (other than Buyer) conducted heretofore with
respect to any Acquisition Transaction. Parent agrees not to release any third
party from the confidentiality and standstill provisions of any agreement to
which Parent or its Representatives are a party and which were entered into in
connection with the transactions contemplated by this Agreement.

      5.20 Cooperation with Financing. Sellers shall provide, and shall cause
the Acquired Companies to provide, reasonable assistance to Buyer's efforts to
obtain the funds contemplated by the Financing Commitments, including provision
of financial statements for prior periods, facilitating customary due diligence
and arranging for members of System management to meet with prospective lenders
in customary presentations or to participate in customary road shows, in

                                       57

<PAGE>

each case upon Buyer's request with reasonable prior notice and at Buyer's sole
cost and expense. At Buyer's sole cost and expense, the Sellers shall, and shall
cause the Acquired Companies to, use commercially reasonable efforts to cause
their respective accountants to provide customary assistance in such financing.
In the event of a public offering or an offering in accordance with Rule 144A
under the Securities Act of 1933 of the debt or equity securities of Buyer or
its Affiliates, Sellers will, upon Buyer's request with reasonable prior notice,
use their commercially reasonable efforts to cause Sellers' accountants to
deliver to Buyer and its Affiliates and the underwriters in any such offering a
letter covering such matters as are reasonably requested by Buyer or its
Affiliates or such underwriters, as the case may be, and as are customarily
addressed in accountants' "comfort letters," and to provide their consent to the
references to them as experts and the inclusion in any applicable filings of
their auditor's reports. Buyer acknowledges that (i) the assistance provided by
the Sellers, their Affiliates, officers, employees and representatives are being
provided at the request of Buyer, and (ii) none of the Sellers shall have any
liability to lenders or prospective lenders in connection with the activities
contemplated by this Section 5.20. Buyer shall indemnify and hold harmless
Sellers and their Affiliates from and against any Liabilities resulting from any
assistance or activities provided pursuant to this Section 5.20, except that
this clause (ii) shall not apply to any liability of the Sellers, their
Affiliates, officers, employees or representatives that is determined by a court
in a final, non-appealable judgment to have resulted from the gross negligence
or willful misconduct of the Sellers, their Affiliates, officers, employees or
representatives. Sellers shall also provide, Buyer with reasonable assistance in
gathering information, reasonably available to Sellers, relating to the past
operations of the Systems, including information allowing conversion of
subscriber numbers to equivalent billing units. Buyer shall reimburse Sellers
and their Affiliates for any and all out-of-pocket expenses incurred by Sellers
or any of their Affiliates in connection with their assistance provided to Buyer
pursuant to this Section.

      5.21 Title Commitments; Surveys; Lien Searches. Buyer may order, at
Buyer's sole cost and expense, title commitments, surveys and lien searches on
each parcel of Owned Real Property. Sellers agree to cooperate with Buyer in
obtaining such items.

      5.22 Inventory. Sellers covenant and agree that the Transferred Assets
shall include at a minimum the quantity of inventory set forth on SCHEDULE 5.22.

      5.23 Assets Owned by Parent's Affiliates other than Sellers. To the extent
any assets that are used exclusively in the Systems are owned by an Affiliate of
Parent that is not a party to this Agreement, Parent shall cause such Affiliate
to effect a transfer of all of such assets to Sellers prior to Closing.

      5.24 Update of Certain Schedules. Within thirty (30) days of the date
hereof, Sellers shall deliver to Buyer (i) updated SCHEDULE 3.8.1. through
SCHEDULE 3.8.12, which updated Schedules shall set forth (in addition to those
Transferred Contracts previously listed on said Schedules pursuant to Section
3.8 above) a true and complete list of each Transferred Contract (other than
Real Property Leases and Other Real Property Interests), that fall within any of
the following categories (A) agreements that provide for annual payments to or
by Sellers or their Affiliates in excess of $100,000, (B) any partnership, joint
venture or other similar agreement or arrangement of Sellers or the Acquired
Companies, (C) any agreement relating to the acquisition or disposition of any
business (whether by merger, sale of stock, sale of assets or otherwise) that

                                       58

<PAGE>

has any remaining indemnity obligations, and (D) a brief summary of the material
terms of any oral Transferred Contract that falls into any of the foregoing
categories and (ii) true and complete copies of all Transferred Contracts
(including all amendments, modifications and supplements thereto) that have not
already been delivered or made available to Buyer pursuant to Section 3.8.1 and
that are set forth on SCHEDULE 3.8.1 as updated. Within thirty (30) days of the
date hereof, Sellers shall deliver an updated SCHEDULE 3.19, which updated
SCHEDULE 3.19 shall include a description of any franchise construction,
fidelity performance or other bonds, guaranties in lieu of bonds or letters of
credit posted by a Seller or any Acquired Company in connection with the
operation or ownership of any of the Systems.

      5.25 Transition Planning. Sellers shall reasonably cooperate with Buyer
with respect to transition planning for migration of activities from Sellers to
Buyer in connection with the operation of the Systems; provided, however,
Sellers shall be under no obligation to provide any data other than with respect
to payroll, benefits and employee information.

6.    CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER AND SELLERS TO CLOSE

      6.1 Conditions Precedent to Obligations of Buyer to Close. The obligations
of Buyer to consummate the transactions contemplated by this Agreement to occur
at the Closing shall be subject to the satisfaction, on or before the Closing
Date, of each and every one of the following conditions, all or any of which may
be waived in writing, in whole or in part, by Buyer:

            6.1.1 Representations and Warranties of Sellers. Except as affected
by actions taken by Sellers in compliance with this Agreement, each of the
representations and warranties of Sellers set forth in this Agreement, without
giving effect to any materiality qualifier, shall be true and correct as of the
Closing Date, as though made on the Closing Date (except for representations or
warranties which expressly relate to an earlier date, in which case such
representation and warranty shall be true and correct as of such earlier date),
in each case except where the failure of such representations and warranties to
be true and correct would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.

            6.1.2 Sellers' Covenants and Conditions. Sellers shall have in all
material respects performed and complied with the covenants and agreements
required by this Agreement to be performed or complied with by them prior to or
on the Closing Date.

            6.1.3 No Governmental Proceeding or Injunction. No suit, action or
administrative proceeding by any Governmental Authority shall have been
instituted seeking to restrain or prohibit the transactions contemplated by this
Agreement (which has not been subsequently dismissed, settled or otherwise
terminated); provided, however, in the case of any such proceeding(s) brought by
one or more Governmental Authorities contesting or questioning the validity or
legality of the transactions contemplated by this Agreement whose consent is not
required as a condition to the obligations of Buyer pursuant to Section 6.1.5,
the condition set forth in this Section 6.1.3 shall be deemed to have been
satisfied. On the Closing Date there shall be no effective injunction,
preliminary restraining order or any other order of any nature issued by a court
of competent jurisdiction directing that the Closing not be consummated.

                                       59

<PAGE>

            6.1.4 Hart-Scott-Rodino. The waiting period under the HSR Act shall
have expired or been terminated.

            6.1.5 Consents. (a) The aggregate number of the Systems' Basic
Subscribers covered by (i) Franchises as to which Consents shall have been
obtained and (ii) Franchises that do not require Consent, shall equal at least
90% of the total number of the Systems' Basic Subscribers as of the Adjustment
Time and (b) the Consents listed on SCHEDULE 6.1.5 (the "Required Consents")
shall have been obtained.

            6.1.6 December 31, 2005 Audited Financial Statements. Buyer shall
have received the December 31, 2005 Audited Financial Statements and, if
applicable, the financial statements referred to in Section 5.2.2 to the extent
that such financial statements are then due as of the Closing Date pursuant to
and in accordance with the terms and conditions set forth in Section 5.2.2.

            6.1.7 Deliveries. Sellers shall have made or stand willing and able
to make all the deliveries to Buyer set forth in Section 7.2.

            6.1.8 Operating Cash Flow Adjustment. The Operating Cash Flow
Adjustment (without giving effect to any amounts in dispute with respect
thereto) shall not be more than $130,000,000.00.

            6.1.9 No Material Adverse Effect. No event, change, circumstance or
occurrence shall have occurred that, individually or in the aggregate with any
such events, changes, circumstances or occurrences, has had or would reasonably
be expected to have a Material Adverse Effect since December 31, 2004, except as
set forth on SCHEDULE 3.17.

      6.2 Conditions Precedent to Obligations of Sellers to Close. The
obligations of Sellers to consummate the transactions contemplated by this
Agreement to occur at the Closing shall be subject to the satisfaction, on or
before the Closing Date, of each and every one of the following conditions, all
or any of which may be waived in writing, in whole or in part, by Sellers:

            6.2.1 Representations and Warranties of Buyer. Except as affected by
actions taken by Buyer in compliance with this Agreement, each of the
representations and warranties of Buyer set forth in this Agreement that is
qualified by "materiality" shall be true and correct as of the Closing Date, as
though made on the Closing Date (except for representations or warranties which
expressly relate to an earlier date, in which case such representation and
warranty shall be true and correct as of such earlier date), and each of the
representations and warranties of Buyer set forth in this Agreement that is not
qualified by "materiality" shall be true and correct in all material respects as
of the Closing, as though made on the Closing Date (except for representations
or warranties which expressly relate to an earlier date, in which case such
representation and warranty shall be true and correct in all material respects
as of such earlier date).

            6.2.2 Buyer's Covenants and Conditions. Buyer shall have in all
material respects performed and complied with the covenants and agreements
required by this Agreement to be performed or complied with by it prior to or on
the Closing Date.

                                       60

<PAGE>

            6.2.3 No Governmental Proceeding or Injunction. No suit, action or
administrative proceeding by any Governmental Authority shall have been
instituted seeking to restrain or prohibit the transactions contemplated by this
Agreement (which has not been subsequently dismissed, settled or otherwise
terminated); provided, however, in the case of any such proceeding(s) brought by
one or more Governmental Authorities contesting or questioning the validity or
legality of the transactions contemplated by this Agreement whose consent is not
required as a condition to the obligations of Buyer pursuant to Section 6.1.5,
the condition set forth in this Section 6.2.3 shall be deemed to have been
satisfied. On the Closing Date there shall be no effective injunction,
preliminary restraining order or any other order of any nature issued by a court
of competent jurisdiction directing that the Closing not be consummated.

            6.2.4 Hart-Scott-Rodino. The waiting period under the HSR Act shall
have expired or been terminated.

            6.2.5 Consents. The Required Consents shall have been obtained.

            6.2.6 Deliveries. Buyer shall have made or stand willing and able to
make all the deliveries set forth in Section 7.3.

            6.2.7 Operating Cash Flow Adjustment. The Operating Cash Flow
Adjustment (without giving effect to any amounts in dispute with respect
thereto) shall not be more than $130,000,000.00.

7.    CLOSING AND CLOSING DELIVERIES

      7.1 Closing.

            7.1.1 Closing Date.

                  (i) The Closing shall take place on the date specified by
Sellers by notice to Buyer, which specified date shall be no earlier than seven
(7) Business Days and no later than ten (10) Business Days after the conditions
set forth in Sections 6.1 and 6.2 have been satisfied or waived (or will be
satisfied at or upon Closing) or on such earlier or later date as Sellers and
Buyer shall mutually agree; provided, that, notwithstanding the foregoing, Buyer
shall have the right, by serving notice to Sellers, to extend the date on which
the Closing shall take place to a date not later than 30 days following the
receipt by Buyer of the December 31, 2005 Audited Financial Statements (and, if
more than 135 days after December 31, 2005, within 30 days after receipt of the
financial statements for March 31, 2006 described in Section 5.2.2, and if more
than 135 days after March 31, 2006, within 30 days after receipt of the
financial statements decscribed in Section 5.2.2 for the quarter ended June 30,
2006). Notwithstanding anything in this Agreement to the contrary, if such
extension referred to above would cause the Closing to take place on a date
after the End Date, the End Date shall be extended to the date that is one day
after such extended Closing Date.

                  (ii) If the End Date occurs during the period any notice
period under this Section 7.1 is pending, the End Date shall be extended until
one (1) Business Day after the lapse of such period and Sellers and Buyer agree
to close one (1) Business Day after the End Date.

                                       61

<PAGE>

            7.1.2 Closing Place. The Closing shall be held at the offices of
Dow, Lohnes & Albertson, PLLC, One Ravinia Drive, Suite 1600, Atlanta, Georgia
30346, commencing at 9:00 a.m. or at such other location or time as the parties
may mutually agree.

      7.2 Deliveries by Sellers. Prior to or on the Closing Date, Sellers shall
deliver to Buyer the following, in form and substance reasonably satisfactory to
Buyer and its counsel:

            7.2.1 Transfer Documents. Duly executed bill of sale and assignment,
substantially in the form attached hereto as EXHIBIT E (the "BILL OF SALE"),
limited or special (but not general) warranty deeds (subject to Permitted
Encumbrances), FIRPTA Certificates, motor vehicle titles and assignments
providing for the transfer of the Purchased Interests;

            7.2.2 Assumption Agreement. A duly executed assumption agreement,
substantially in the form attached hereto as EXHIBIT F (the "ASSUMPTION
AGREEMENT");

            7.2.3 Consents. The original or copy of the Required Consents and
any other Consents received on or before the Closing Date;

            7.2.4 Secretary's Certificate. A certificate, dated as of the
Closing Date, executed by the secretary (or appropriate Person) of each Seller
without personal liability, certifying that the resolutions, as attached to such
certificate, were duly adopted by such Seller's board of directors (or
applicable Person), authorizing and approving the execution, delivery and
performance of this Agreement and the consummation of the transactions
contemplated hereby and that such resolutions were duly adopted and remain in
full force and effect;

            7.2.5 Officer's Certificate. A certificate, dated as of the Closing
Date, executed by a duly authorized officer (or appropriate Person) of each
Seller, certifying to his knowledge, without personal liability, that the
conditions set forth in Sections 6.1.1 and 6.1.2 are satisfied;

            7.2.6 Resignations. The resignations, effective as of the Closing,
of each of the officers and directors or managers of each of the Acquired
Companies;

            7.2.7 Transition Services Agreement. An original of the Transition
Services Agreement, duly executed by TCAP;

            7.2.8 Intellectual Property License Agreement. An original of the
Intellectual Property License Agreement, duly executed by the appropriate Seller
or Affiliate of a Seller;

            7.2.9 Management Agreement. An original of the Management Agreement,
duly executed by the applicable Sellers, to the extent required under Section
10.1.3;

            7.2.10 Outsourcing Agreement. An original of the Outsourcing
Agreement, duly executed by the applicable Sellers, to the extent required under
Section 10.1.4;

            7.2.11 Required Programming Agreement. An original of the Required
Programming Agreement, duly executed by Cox Communications Louisiana, LLC; and

                                       62

<PAGE>

            7.2.12 Programming Assumption Agreements. The Programming Assumption
Agreements each duly executed by the applicable Seller or Affiliate of Seller
and the applicable Programmer.

      7.3 Deliveries by Buyer. Prior to or on the Closing Date, Buyer shall
deliver to Sellers the following, in form and substance reasonably satisfactory
to Sellers and their counsel:

            7.3.1 Purchase Price. The Purchase Price (a) reduced by the amount
of the Deposit, together with interest thereon (which shall be delivered to
Sellers by Escrow Agent as provided in Section 2.3), and (b) subject to
adjustment on the Closing Date as provided in Section 2.6;

            7.3.2 Assumption Agreement. A duly executed Assumption Agreement,
pursuant to which Buyer shall assume and undertake to perform the Assumed
Liabilities;

            7.3.3 Secretary's Certificate. A certificate, dated as of the
Closing Date, executed by Buyer's secretary (or appropriate Person), without
personal liability, certifying that the resolutions, as attached to such
certificate, were duly adopted by Buyer's board of directors (or applicable
Person), authorizing and approving the execution, delivery and performance of
this Agreement and the consummation of the transactions contemplated hereby and
that such resolutions were duly adopted and remain in full force and effect;

            7.3.4 Officer's Certificate. A certificate, dated as of the Closing
Date, executed by a duly authorized officer (or appropriate Person) of Buyer,
certifying to his knowledge, without personal liability, that the conditions set
forth in Sections 6.2.1 and 6.2.2 are satisfied;

            7.3.5 Required Programming Agreement. An original of the Required
Programming Agreement, duly executed by Buyer;

            7.3.6 Programming Assumption Agreements. The Programming Assumption
Agreements, each duly executed by Buyer and the applicable Programmer;

            7.3.7 Transition Services Agreement. An original of the Transition
Services Agreement, duly executed by Buyer;

            7.3.8 Intellectual License Agreement. An original of the
Intellectual License Agreement, duly executed by Buyer;

            7.3.9 Management Agreement. An original of the Management Agreement,
duly executed by Buyer, to the extent required under Section 10.1.3; and

            7.3.10 Outsourcing Agreement. An original of the Outsourcing
Agreement, duly executed by Buyer, to the extent required under Section 10.1.4.

            7.3.11 Resale Certificates. An original of each Resale Certificate
duly executed by Buyer, to the extent required under Section 5.5.3.

                                       63

<PAGE>

8.    TERMINATION

      8.1 Method of Termination. This Agreement may be terminated prior to the
Closing only as follows:

            8.1.1 By the mutual written consent of Buyer and Sellers;

            8.1.2 By Buyer anytime after the date determined for the Closing in
accordance with Section 7.1 if each of the conditions set forth in Section 6.2
has been satisfied (or will be satisfied by the wire transfer of the Purchase
Price, as adjusted pursuant to the terms of this Agreement, and delivery of
documents at the Closing) or waived in writing by Sellers on such date
(provided, however, any condition set forth in Section 6.2 shall be deemed
satisfied for purposes of this Section 8.1.2 if the failure of any said
condition to be satisfied was caused by any Seller's breach of or failure to
perform any of its representations, warranties, covenants or other obligations
in accordance with the terms of this Agreement) and Sellers have nonetheless
refused to consummate the Closing;

            8.1.3 Subject to the terms and conditions set forth in Section 7.1,
by Buyer anytime after the first (1st) anniversary of the date of this Agreement
(the "END DATE"), if the Closing has not been consummated, provided that the
failure to close is not a result of a breach of warranty or nonfulfillment of
any covenant or agreement by Buyer or Buyer's failure to perform hereunder;

            8.1.4 By Sellers anytime after the date determined for the Closing
in accordance with Section 7.1 if each of the conditions set forth in Section
6.1 has been satisfied (or will be satisfied by the delivery of documents at the
Closing) or waived in writing by Buyer on such date (provided, however, any
condition set forth in Section 6.1 shall be deemed satisfied for purposes of
this Section 8.1.4 if the failure of any said condition to be satisfied was
caused by Buyer's breach of or failure to perform any of its representations,
warranties, covenants or other obligations in accordance with the terms of this
Agreement) and Buyer has nonetheless refused to consummate the Closing;

            8.1.5 Subject to the terms and conditions set forth in Section 7.1,
by Sellers anytime after the End Date, if the Closing has not been consummated,
provided that the failure to close is not a result of a breach of warranty or
nonfulfillment of any covenant or agreement by any Seller or Seller's failure to
perform hereunder;

            8.1.6 By Sellers pursuant to Section 5.9.3;

            8.1.7 By Sellers pursuant to Section 5.10.2;

            8.1.8 By Sellers or Buyer, if there shall be in effect a final
nonappealable injunction or other final nonappealable order of a Governmental
Authority of competent jurisdiction restraining, enjoining or otherwise
prohibiting the consummation of the transactions contemplated hereby; provided,
however, that the right to terminate this Agreement under this Section 8.1.8
shall not be available to a party if such injunction or order was primarily due
to the failure of such party to perform any of its obligations under this
Agreement;

                                       64

<PAGE>

            8.1.9 By Sellers at anytime prior to Closing, if there has been a
breach of any representation, warranty, covenant or agreement made by Buyer in
this Agreement such that an officer of Buyer would be unable to deliver the
certificate to Sellers required under Section 7.3.4 regarding Buyer's
representations and warranties and Buyer's performance of its obligations as
required pursuant to Section 6.2.1 and Section 6.2.2, respectively, and such
breach or condition is not curable; or

            8.1.10 By Buyer at anytime prior to Closing, if there has been a
breach of any representation, warranty, covenant or agreement made by Sellers in
this Agreement such that an officer of any Seller would be unable to deliver the
certificate to Buyer required under Section 7.2.5 regarding Sellers'
representations and warranties and Sellers' performance of their obligations as
required pursuant to Section 6.1.1 and Section 6.1.2, respectively, and such
breach or condition is not curable.

      8.2 Rights Upon Termination.

            8.2.1 In the event of a termination of this Agreement pursuant to
Sections 8.1.1, 8.1.6, 8.1.7 or 8.1.8 (as long as the injunction or order
referred to in Section 8.1.8 causing the termination was not caused, in whole or
in part, by the failure of Buyer to perform any of its obligations under this
Agreement) hereof, Buyer shall be entitled to the return of the Deposit and all
interest accrued thereon, each party shall pay the costs and expenses incurred
by it in connection with this Agreement, and no party (or any of its officers,
directors, employees, agents, representatives or stockholders) shall be liable
to any other party for any Losses hereunder.

            8.2.2 In the event of a termination of this Agreement pursuant to
Section 8.1.2 or 8.1.8 (as long as the injunction or order referred to in
Section 8.1.8 causing the termination was not caused, in whole or in part, by
the failure of Buyer to perform any of its obligations under this Agreement), if
any Seller is in breach of this Agreement, Buyer shall be entitled to the return
of the Deposit and all interest accrued thereon and Buyer shall have the further
right to pursue all legal or equitable remedies for breach of contract or
otherwise.

            8.2.3 In the event of a termination of this Agreement pursuant to
Section 8.1.3, Buyer shall be entitled to the return of the Deposit and all
interest accrued thereon and, if any Seller is in breach of this Agreement,
Buyer shall have the further right to pursue all legal or equitable remedies for
breach of contract or otherwise.

            8.2.4 In the event of a termination of this Agreement pursuant to
Section 8.1.10, Buyer shall be entitled to the return of the Deposit and all
interest accrued thereon and, Buyer shall have the further right to pursue all
legal or equitable remedies for breach of contract or otherwise.

            8.2.5 In the event of a termination of this Agreement pursuant to
Section 8.1.4 or 8.1.8 (as long as the injunction or order referred to in
Section 8.1.8 causing the termination was not caused, in whole or in part, by
any Seller's failure to perform any of its obligations under this Agreement and
the injunction or order referenced in Section 8.1.8 causing the termination was
caused, in whole or in part, by Buyer's failure to perform any of its
obligations under this

                                       65

<PAGE>

Agreement), if the Closing has not been consummated solely as a result of a
breach of warranty or nonfulfillment of any covenant or agreement by Buyer or
Buyer's failure to perform hereunder, Sellers shall be entitled to receive the
Deposit and all interest accrued thereon as liquidated damages for the damages
suffered by Sellers (which amount the parties agree is a reasonable estimate of
the damages that will be suffered by Sellers and does not constitute a penalty).

            8.2.6 In the event of a termination of this Agreement pursuant to
Section 8.1.5, if the Closing has not been consummated solely as a result of a
breach of warranty or nonfulfillment of any covenant or agreement by Buyer or
Buyer's failure to perform hereunder, Sellers shall be entitled to receive the
Deposit and all interest accrued thereon as liquidated damages for the damages
suffered by Sellers (which amount the parties agree is a reasonable estimate of
the damages that will be suffered by Sellers and does not constitute a penalty).
Buyer shall be entitled to the return of the Deposit and all interest accrued
thereon in the event of a termination of this Agreement pursuant to Section
8.1.5 under any other circumstances.

            8.2.7 In the event of a termination of this Agreement pursuant to
Section 8.1.9, Sellers shall be entitled to receive the Deposit and all interest
accrued thereon as liquidated damages for the damages suffered by Sellers (which
amount the parties agree is a reasonable estimate of the damages that will be
suffered by Sellers and does not constitute a penalty).

      8.3 Other Termination Provisions.

            8.3.1 Notwithstanding the foregoing, a party may not rely on the
failure of any condition set forth in Article 6 to be satisfied if such failure
was caused by such party's breach of or failure to perform any of its
representations, warranties, covenants or other obligations in accordance with
the terms of this Agreement.

            8.3.2 Sellers and Buyer acknowledge and agree that if the Closing
does not occur , Buyer's maximum liability under this Agreement shall be the
amount of the Deposit, together with all interest accrued thereon. Buyer shall
be liable for such amount if the Closing does not occur solely by reason of the
breach by Buyer of any of its obligations hereunder or if Sellers validly
terminate this Agreement pursuant to Section 8.2.5, 8.2.6 or 8.2.7, and such
payment is intended to be liquidated damages, it being agreed that said amount
shall constitute full payment to Sellers for any claim by Sellers for any and
all damages suffered by the Sellers by reason of any such breach by Buyer of any
of its obligations under this Agreement (other than for attorneys fees provided
in Section 8.3.3, below) or by reason of any such termination. Buyer and Sellers
agree in advance that actual damages would be difficult to ascertain and that
the amount of the Deposit and all interest accrued thereon is a fair and
equitable amount to reimburse the Sellers for damages sustained due to Buyer's
breach of any of its obligations under this Agreement and that said amount does
not constitute a penalty or forfeiture and neither Seller nor Buyer will seek to
assert that the provisions of this Section 8.3.2 are unenforceable in any way.

            8.3.3 Notwithstanding any provision in this Agreement that may limit
or qualify a party's remedies, in the event of a breach or default by any party
that results in a lawsuit or other proceeding for any remedy available under
this Agreement, the prevailing party

                                       66

<PAGE>

shall be entitled to reimbursement from the breaching or defaulting party of its
reasonable legal fees and expenses (whether incurred at trial or on appeal).

            8.3.4 The obligations of the parties described in Sections10.2
through 10.19 (and all other provisions of this Agreement relating to expenses)
will survive any termination of this Agreement.

9.    SURVIVAL OF REPRESENTATIONS AND WARRANTIES AND INDEMNIFICATION

      9.1 Representations, Warranties and Covenants. All representations,
warranties, covenants and agreements contained in this Agreement or instruments
delivered pursuant hereto shall be deemed continuing representations,
warranties, covenants and agreements, and in the case of representations,
warranties and covenants and agreements to be performed prior to Closing (said
covenants and agreements, collectively, "PRE-CLOSING COVENANTS") shall survive
for a period ending twelve (12) months after the Closing Date; provided,
however, that Section 3.10 (Taxes) and Section 3.11 (Employee Benefit Plans)
shall survive the Closing until ninety (90) days after the expiration of the
applicable statute of limitations with respect to the particular matter that is
the subject thereof; Section 3.14 (Environmental Matters) shall survive the
Closing for five (5) years; and Section 3.1 (Organization, Standing, Authority);
Section 3.6 (Personal Property, solely with respect to title); Section 3.7 (Real
Property, solely with respect to title); Section 3.20 (Brokers of Sellers);
Section 4.1 (Organization, Standing, Authority); and Section 4.6 (Brokers of
Buyer) shall survive the Closing indefinitely (each such period a "SURVIVAL
PERIOD"). All covenants and agreements contained in this Agreement or
instruments delivered pursuant hereto (except for Pre-Closing Covenants) shall
survive until performed and discharged in full.

      9.2 Indemnification by Sellers. After Closing, Sellers, jointly and
severally, shall indemnify and hold Buyer and its Affiliates and their
respective officers, directors, employees stockholders, members, partners,
agents, attorneys, representatives, successors and assigns (collectively, the
"BUYER INDEMNIFIED Parties") harmless against and with respect to, and shall
reimburse Buyer Indemnified Parties for:

            9.2.1 Liabilities resulting from any untrue representation, breach
of warranty or breach of any Pre-Closing Covenant by Sellers or Parent contained
herein;

            9.2.2 Liabilities resulting from any claims made by (i) any of
Citigroup Global Markets Inc., Lehman Brothers Inc., J.P. Morgan Securities
Inc., Daniels & Associates arising from the Brokerage Services and (ii) any
broker, finder, agent, financial advisor or other intermediary employed or
alleged to have been employed by Sellers or any of Sellers' Affiliates;

            9.2.3 Liabilities resulting from any breach by Sellers or Parent of
any covenants and agreements contained in this Agreement (other than Pre-Closing
Covenants which are the subject of Section 9.2.1);

            9.2.4 Liabilities arising out of or relating to (i) Taxes now or
hereafter owed by Sellers, Parent or any Affiliate of Sellers and (ii) Taxes
that relate to the Acquired Companies, the Transferred Assets or the Systems for
taxable periods (or portions thereof) ending at or

                                       67

<PAGE>

before the Adjustment Time, including, without limitation, Taxes allocable to
Sellers pursuant to Section 5.5 (collectively, "RETAINED TAXES");

            9.2.5 Liabilities arising out of or related to the ownership by
Sellers of the Transferred Assets or their conduct of the business of the
Systems, in each case, prior to the Adjustment Time, and the Excluded Assets,
whether prior to or after the Adjustment Time; and

            9.2.6 Liabilities of the Acquired Companies (i) arising or relating
to periods prior to the Adjustment Time that are not Assumed Liabilities and
(ii) other than those accruing or arising after the Adjustment Time under
Contracts set forth in SCHEDULE 3.21.5.

      9.3 Indemnification by Buyer. After Closing, Buyer shall indemnify and
hold Sellers and their Affiliates and their respective officers, directors,
employees stockholders, members, partners, agents, attorneys, representatives,
successors and assigns (collectively, the "SELLERS INDEMNIFIED PARTIES")
harmless against and with respect to, and shall reimburse the Sellers
Indemnified Parties for:

            9.3.1 Liabilities resulting from any untrue representation, breach
of warranty or breach of any Pre-Closing Covenant by Buyer contained herein;

            9.3.2 Liabilities resulting from any claim by any broker, finder,
agent, financial advisor or other intermediary employed or alleged to have been
employed by Buyer or any of Buyer's Affiliates;

            9.3.3 Liabilities resulting from any breach by Buyer of any
covenants and agreements contained in this Agreement (other than Pre-Closing
Covenants which are the subject of Section 9.3.1);

            9.3.4 Liabilities resulting from the Assumed Liabilities; and

            9.3.5 Liabilities resulting from the operation or ownership by Buyer
of the Transferred Assets or its conduct of the business of the Systems after
the Adjustment Time.

      9.4 Procedure for Indemnification. The procedure for indemnification shall
be as follows:

            9.4.1 The party claiming indemnification (the "CLAIMANT") shall
promptly give notice to the party from whom indemnification is claimed (the
"INDEMNIFYING PARTY") of any claim, whether between the parties (a "DIRECT
CLAIM") or brought by a third party, specifying (i) the factual basis for such
claim; and (ii) the estimated amount of the claim. If the claim relates to an
action, suit or proceeding filed by a third party against Claimant (a "Third
Party Claim"), such notice shall be given promptly by Claimant to the
Indemnifying Party after written notice of such Third Party Claim is received by
Claimant; provided, however, that the failure of the Claimant to give timely
notice hereunder shall not relieve the Indemnifying Party of its obligations
under this Article 9 unless, and only to the extent that, the Indemnifying Party
has been materially prejudiced thereby.

                                       68

<PAGE>

            9.4.2 Following receipt of notice from the Claimant of a claim, the
Indemnifying Party shall have thirty (30) days to make such investigation of the
claim as the Indemnifying Party deems necessary or desirable. For the purposes
of such investigation, the Claimant agrees to make available to the Indemnifying
Party and its authorized representative(s) the information relied upon by the
Claimant to substantiate the claim. If the Claimant and the Indemnifying Party
agree at or prior to the expiration of said 30-day period (or any mutually
agreed upon extension thereof) to the validity and amount of such claim, the
Indemnifying Party shall immediately pay to the Claimant the full amount of the
claim, subject to the terms and in accordance with the procedures set forth
herein. If the Claimant and the Indemnifying Party do not agree within said
period (or any mutually agreed upon extension thereof), the Claimant may seek
appropriate legal remedy.

            9.4.3 With respect to any Third Party Claim as to which the Claimant
is entitled to indemnification hereunder, the Indemnifying Party shall have the
right at its own expense, to participate in or assume control of the defense of
such claim, and the Claimant shall cooperate fully with the Indemnifying Party,
subject to reimbursement for actual out-of-pocket expenses incurred by the
Claimant as the result of a request by the Indemnifying Party. If the
Indemnifying Party elects to assume control of the defense of any Third Party
Claim, the Claimant shall have the right to participate in the defense of such
claim at its own expense.

            9.4.4 In the event the Indemnifying Party does not elect to assume
control or otherwise participate in the defense of any Third Party Claim the
Indemnifying Party shall be bound by the results obtained by the Claimant with
respect to such claim; provided, however, the Claimant shall not have the right
to consent or otherwise agree to any non-monetary settlement or relief,
including, without limitation, injunctive relief or other equitable remedies,
without the prior written consent of the Indemnifying Party, which consent will
not be unreasonably withheld or delayed. In the event that the Indemnifying
Party assumes control of the defense of any Third Party Claim, the Claimant
shall be bound by the results obtained by the Indemnifying Party with respect to
such claim and the Indemnifying Party shall have the right to consent or
otherwise agree to any monetary settlement for which the Indemnifying Party is
responsible in full, but shall not have the right to consent or otherwise agree
to any other monetary or non-monetary settlement or relief, including, without
limitation, injunctive relief or other equitable remedies, without the prior
written consent of the Claimant, which consent will not be unreasonably withheld
or delayed. Notwithstanding the foregoing, neither the Indemnifying Party nor
the Claimant shall settle or compromise any such claim or demand unless the
Claimant or the Indemnifying Party, as the case may be, is given a full and
complete release of any and all liability by all relevant parties relating
thereto.

            9.4.5 If a claim, whether a Direct Claim or a Third Party Claim,
requires immediate action, the parties will work in good faith to reach a
decision with respect thereto as expeditiously as possible.

      9.5 Limitation on Indemnification; Exclusive Remedy; Time Period.

            9.5.1 Neither party will have an obligation to indemnify the other
party under Section 9.2.1 or Section 9.3.1, as the case may be, until the
aggregate amount of such other party's Liabilities exceeds Ten Million Dollars
$10,000,000 (the "DEDUCTIBLE"), and then Buyer

                                       69

<PAGE>

or Sellers, as the case may be, shall only be liable for Liabilities exceeding
the Deductible; provided, however, that the Deductible shall not apply to (a)
claims for breach of warranty under Section 3.1 (Organization, Standing and
Authority); Section 3.6 (Personal Property, solely with respect to title);
Section 3.7 (Real Property, solely with respect to title); Section 3.10 (Taxes);
Section 3.20 (Brokers of Sellers); Section 3.22 (Sufficiency of Assets); Section
4.1 (Organization, Standing and Authority); and Section 4.6 (Brokers of Buyer)
or (b) claims for breach of any Pre-Closing Covenant.

            9.5.2 Notwithstanding anything to the contrary contained in this
Agreement, the aggregate maximum liability of either party to the other party
under Section 9.2.1 or Section 9.3.1, as the case may be, shall be limited to
(in the aggregate) an amount equal to three percent (3%) of the Purchase Price
(the "CAP"); provided, however, that the Cap shall not apply to claims made for
breach of warranty under Section 3.1 (Organization, Standing and Authority);
Sections 3.6 (Personal Property, solely with respect to title); 3.7 (Real
Property, solely with respect to title); Section 3.10 (Taxes); Section 3.20
(Brokers of Sellers); Section 4.1 (Organization, Standing and Authority); and
Section 4.6 (Brokers of Buyer).

            9.5.3 The amount payable by either party with respect to Article 9
shall be reduced by the amount of any insurance proceeds received by the
Claimant with respect to Liabilities, and each of the parties hereby agrees to
use reasonable efforts to collect any and all insurance proceeds to which it may
be entitled in respect to any such Liabilities. To the extent that insurance
proceeds are received after payment has been made by either party, the Claimant
shall promptly pay an amount equal to such proceeds to the Indemnifying Party.
Nothing in this Section 9.5.3 shall be interpreted to require the Claimant to
seek such insurance proceeds prior to proceeding for indemnity under this
Article 9.

            9.5.4 After the Closing, the sole and exclusive remedy of any party
for any misrepresentation or breach of a warranty, covenant or agreement set
forth in or made pursuant to this Agreement shall be a claim for indemnification
under and pursuant to this Article 9.

            9.5.5 Any claim for indemnification pursuant to Section 9.2.1 or
Section 9.3.1 must be brought within the applicable Survival Period; provided,
however, if prior to the close of business on the last day of said Survival
Period, an Indemnifying Party shall have been properly notified of a claim for
indemnity hereunder and such claim shall not have been finally resolved or
disposed of at such date, such claim shall continue to survive and shall remain
a basis for indemnity hereunder until such claim is finally resolved or disposed
of in accordance with the terms hereof.

            9.5.6 Notwithstanding any provision contained herein to the
contrary, neither Buyer nor Sellers shall be liable to the other under Article 9
of this Agreement for any lost profits, punitive, incidental, consequential or
special damages of any nature whatsoever.

10.   MISCELLANEOUS

      10.1 Primary and Secondary Transfers.

            10.1.1 Primary Transfer. If the conditions set forth in Article 6
have been satisfied, yet not all of the Franchise Consents have been obtained or
not all of the State Consents

                                       70

<PAGE>

have been obtained, then Buyer and Sellers shall consummate the Closing,
excluding (a) those Franchises as to which Consents have not been obtained (each
such Franchise referred to herein as a "RETAINED FRANCHISE") and any related
assets prohibited from being transferred to Buyer pursuant to applicable Legal
Rules and such Retained Franchise, as determined in the reasonable discretion of
Sellers (the "RELATED FRANCHISE ASSETS") and (b) those telecommunications
operations as to which a State Consent has not been obtained (each such
telecommunications operation referred to herein as a "RETAINED
TELECOMMUNICATIONS OPERATION") and any related assets prohibited from being
transferred to Buyer pursuant to any applicable Legal Rule, as determined in the
reasonable discretion of Sellers ("RELATED TELECOMMUNICATIONS ASSETS").

            10.1.2 Subsequent Transfers. Following the Closing, the parties
shall continue to use commercially reasonable efforts (consistent with and
subject to the provisions of Section 5.3 hereof) to obtain Consents for the
transfer of the Retained Franchises or Retained Telecommunications Operations.
Within ten (10) Business Days of obtaining a Consent for a Retained Franchise or
a Retained Telecommunications Operation, Sellers shall assign and transfer such
Retained Franchise and any Related Franchise Assets or such Retained
Telecommunications Operation and any Related Telecommunications Assets to Buyer
(a "SUBSEQUENT TRANSFER"). At the time of a Subsequent Transfer of any Retained
Telecommunications Operation, Sellers shall remit to Buyer an amount equal to
one-half the net operating cash flow (taking into account said ordinary course
operating expenses) for the Retained Telecommunications Operation between the
Adjustment Time and the effective date of the Subsequent Transfer of such
Retained Telecommunications Operation.

            10.1.3 Management Agreement for Retained Franchises. Concurrent with
the Closing, the parties shall enter into a management agreement substantially
in the form attached hereto as EXHIBIT G with respect to each area served by a
Retained Franchise (the "MANAGEMENT AGREEMENT").

            10.1.4 Outsourcing Agreement for Retained Telecommunications
Operations. Concurrent with the Closing, the parties shall enter into an
outsourcing agreement substantially in the form attached hereto as EXHIBIT H
with respect to each area served by a Retained Telecommunications Operation (the
"OUTSOURCING AGREEMENT").

            10.1.5 Facilities Sharing Arrangement for FCC Business Radio
Licenses. If the conditions set forth in Article 6 have been satisfied, but not
all of the FCC's Consents for the assignment of FCC business radio licenses
listed in SCHEDULE 3.4(a) have been obtained, then Buyer and Sellers shall
consummate the Closing, excluding such FCC business radio licenses and any
related assets prohibited from being transferred to Buyer pursuant to applicable
Legal Rules, as determined in the reasonable discretion of Sellers. Buyer and
Sellers shall enter into a reasonable facilities sharing agreement, consistent
with applicable Legal Rules, to permit Buyer to communicate over the facilities
covered by such FCC business radio licenses until the Consents for the
assignment of such FCC business radio licenses are obtained and the licenses
have been assigned. Within ten (10) Business Days of obtaining the FCC's Consent
for the assignment of the FCC business radio licenses, Sellers shall assign and
transfer such FCC business radio licenses to Buyer.

                                       71

<PAGE>

            10.1.6 Construction. All provisions contained in this Agreement
shall be applied with respect to the Transferred Assets and Systems conveyed at
Closing and at any Subsequent Transfer in the same manner as if all of the
Transferred Assets and Systems had been transferred at Closing.

      10.2 Notices. All notices, demands and requests which may be or are
required or permitted to be given, served, sent or delivered under the
provisions of this Agreement shall be (a) in writing, (b) delivered by personal
delivery, facsimile transmission (to be followed promptly by written
confirmation mailed by certified mail as provided below) or sent by overnight
courier service or certified mail, return receipt requested, (c) deemed to have
been given on the earliest of: the date of personal delivery, the date of
transmission and receipt of facsimile transmissions, or the date set forth in
the records of the delivery service or on the return receipt and (d) addressed
as follows:

      If to Sellers:    c/o Cox Communications, Inc.
                        1400 Lake Hearn Drive, N.E.
                        Atlanta, Georgia  30319
                        Attn: Robert N. Redella, Vice President, Mergers and
                              Acquisitions
                        Facsimile No.: (404) 847-6336

      With a copy to:   Cox Communications, Inc.
                        1400 Lake Hearn Drive, N.E.
                        Atlanta, Georgia 30319
                        Attn: General Counsel
                        Facsimile No.: (404) 843-5845

      If to Buyer:      Cebridge Connections
                        12444 Powerscourt Drive, Suite 450
                        St. Louis, Missouri  63131
                        Attention: Heather Wood, Senior Vice President,
                                   Corporate Development
                        Facsimile: (314) 965-0500
                        and
                        Attn: Craig L. Rosenthal, Vice President and General
                              Counsel
                        Facsimile: (314) 315-9322

      With copies to:   Cequel III, LLC
                        12444 Powerscourt Drive, Suite 450
                        St. Louis, Missouri  63131
                        Attention: Wendy Knudsen, Executive Vice President and
                                   General Counsel
                        Facsimile: (314) 965-0500

                        Brown Raysman Millstein Felder & Steiner LLP
                        900 Third Avenue
                        New York, New York  10022
                        Attention: Stanley E. Bloch

                                       72

<PAGE>

                        Facsimile: (212) 895-2900

or to any such other persons or addresses as the parties may from time to time
designate in a writing delivered in accordance with this Section 10.2. Rejection
or other refusal to accept or inability to deliver because of a change of
address of which no notice was given shall be deemed to be receipt of the
notice.

      10.3 No Assignment; Benefit and Binding Effect. Any Seller may assign its
rights and obligations under this Agreement without Buyer's consent to an
Affiliate of such Seller; provided that such assignment shall not relieve or
release the assignor of its obligations under this Agreement or the Related
Agreements and Sellers shall provide Buyer with prompt notice of any such
assignment. Buyer shall not assign this Agreement (or its rights or obligations
hereunder) without the prior written consent of Sellers, which consent shall be
in Sellers' discretion; provided, however, that (i) Buyer may assign (in whole
or in part) any of its rights and delegate (in whole or in part) any of its
obligations under this Agreement to (A) any Affiliate of Buyer, (B) Cequel III,
LLC (which is an Affiliate of Buyer), (C) any Affiliate of Cequel III, LLC or
(D) any entity with respect to which Cequel III, LLC or an Affiliate of Cequel
III, LLC is the manager, provided that such assignment shall not relieve or
release Buyer of its obligations under this Agreement and provided further that
such assignment shall not materially delay or impair the consummation of the
transactions contemplated hereby or the transfer or Consent process with respect
to any Franchise or Governmental Permit and (ii) at or following the Closing,
Buyer may collaterally assign (in whole or in part) its rights hereunder to any
bank or other financing institution in connection with Buyer's financing
arrangements and Buyer shall provide Sellers with prompt notice of any such
assignment. Subject to the foregoing, this Agreement and the Related Agreements
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns.

      10.4 Bulk Transfer. Buyer acknowledges that Sellers have not filed, and
will not file, any bulk transfer notice or otherwise comply with applicable bulk
transfer laws, and the parties agree to waive compliance with same; provided,
however, this Section 10.4 shall not limit the obligations of Sellers under
Section 9.2.4.

      10.5 Governing Law. This Agreement shall be governed, construed and
enforced in accordance with the internal laws of the State of Delaware, without
regard to the choice of law provisions or conflicts of law principles of such
state.

      10.6 Waiver of Jury Trial. Each of the parties hereto hereby irrevocably
waives all right to trial by jury in any action, proceeding or counterclaim
(whether based on contract, tort or otherwise) arising out of or relating to
this Agreement or the actions of any party in the negotiation, performance or
enforcement hereof.

      10.7 Submission to Jurisdiction; Venue. Each of the parties hereto agrees
to submit to the jurisdiction of any court of the State of Delaware or the
United States District Court for the District of Delaware in any action or
proceeding arising out of or relating to this Agreement or any of the matters
contemplated hereby. Each party hereto irrevocably and unconditionally waives,
to the fullest extent it may legally and effectively do so, any objection it may
now or hereafter have to the laying of venue of any action or proceeding arising
out of or relating to this

                                       73

<PAGE>

Agreement in any such Delaware state or federal court. Each of the parties
hereto hereby irrevocably waives, to the fullest extent permitted by applicable
law, the defense of an inconvenient forum to the maintenance of such action or
proceeding in any such court. Each of the parties hereto agrees not to bring any
action or proceeding arising out of or relating to this Agreement or any of the
matters contemplated hereby other than in any such Delaware state or federal
court.

      10.8 Headings. The headings herein and in the schedules hereto are
included for ease of reference only and shall not control or affect the meaning
or construction of the provisions of this Agreement.

      10.9 Gender and Number. Words used herein, regardless of the gender and
number specifically used, shall be deemed and construed to include any other
gender, masculine, feminine or neuter, and any other number, singular or plural,
as the context requires.

      10.10 Entire Agreement. This Agreement and the Related Agreements
represent the entire understanding and agreement between Buyer and Sellers with
respect to the subject matter hereof. All schedules and exhibits attached to
this Agreement shall be deemed part of this Agreement and incorporated herein,
as if fully set forth herein. This Agreement supersedes all prior negotiations
between Buyer and Sellers with respect to the transactions contemplated hereby,
and all letters of intent and other writings relating to such negotiations, and
cannot be amended, supplemented or modified except by an agreement in writing
which makes specific reference to this Agreement or an agreement delivered
pursuant hereto, as the case may be, and which is executed by the party against
which enforcement of any such amendment, supplement or modification is sought.

      10.11 Further Assurances. Each party covenants that at any time, and from
time to time, after the Closing Date, but subject to the express provisions of
this Agreement and without expanding any party's express obligations hereunder,
it will execute such additional instruments and take such actions as may be
reasonably requested by the other party to confirm or perfect or otherwise to
carry out the intent and purposes of this Agreement.

      10.12 Waiver of Compliance; Consents. Except as otherwise provided in this
Agreement, any failure of any of the parties to comply with any obligation,
representation, warranty, covenant, agreement or condition herein may be waived
by the party entitled to the benefits thereof, but such waiver or failure to
insist upon strict compliance with such obligation, representation, warranty,
covenant, agreement or condition shall not operate as a waiver of, or estoppel
with respect to, any subsequent or other failure not so specifically waived.

      10.13 Severability. If any provision of this Agreement or the application
thereof to any person or circumstance shall be invalid or unenforceable to any
extent, the remainder of this Agreement and the application of such provision to
other persons or circumstances shall not be affected thereby and shall be
enforced to the greatest extent permitted by law; provided, however, that the
economic and legal substance of the transactions contemplated by this Agreement
is not affected in any manner that is materially adverse to any party affected
by such invalidity or unenforceability.

                                       74

<PAGE>

      10.14 Counterparts. This Agreement may be signed in any number of
counterparts with the same effect as if the signature on each such counterpart
were upon the same instrument, and a facsimile transmission shall be deemed to
be an original signature.

      10.15 No Third Party Beneficiaries. This Agreement constitutes an
agreement solely among the parties hereto, and, except with respect to the Buyer
Indemnified Parties or the Sellers Indemnified Parties, is not intended to and
will not confer any rights, remedies or Liabilities, legal or equitable on any
Person other than the parties hereto and their respective successors or assigns,
or otherwise constitute any person a third party beneficiary under or by reason
of this Agreement.

      10.16 Construction. This Agreement has been negotiated by Buyer and
Sellers and their respective legal counsel, and legal or equitable principles
that might require the construction of this Agreement or any provision of this
Agreement against the party drafting this Agreement shall not apply in any
construction or interpretation of this Agreement. In the event an ambiguity or
question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the parties and no presumption or burden of proof shall
arise favoring or disfavoring any party by virtue of the authorship of any of
the provisions of this Agreement.

      10.17 Public Announcements. Each party shall consult with the other before
issuing any press release or otherwise making any public statements with respect
to this Agreement and shall not issue any such press release or make any such
public statement without the prior written approval of the other.
Notwithstanding the foregoing, the parties hereto acknowledge and agree that
they may, without each other's prior consent, issue such press releases or make
such public statements as may be compelled by applicable law, in which case the
issuing party shall consult with the other party and use all commercially
reasonable efforts to agree upon the nature, content and form of such press
release or public statement.

      10.18 No Personal Liability. Notwithstanding any other provision set forth
in this Agreement, no holder of an Equity Interest, director, officer, employee
or individual representative of any Seller or any Affiliate of any Seller, on
the one hand, or of Buyer or any Affiliate of Buyer, on the other hand, shall
have any personal liability as a result of any breach by any Seller or any
Affiliate of any Seller, on the one hand, or by Buyer or any Affiliate of Buyer,
on the other hand, of their respective representations, warranties, covenants or
agreements contained herein.

      10.19 Expenses. Except as set forth elsewhere in this Agreement, Sellers
and Buyer shall bear their own costs and expenses incurred in connection with
the negotiation, preparation execution or consummation of this Agreement
(including, but not limited to, fees and expenses of attorneys, accountants,
consultants, finders and investment bankers) whether or not any Closing occurs.

      10.20 Guarantee. Parent hereby unconditionally, irrevocably and absolutely
guarantees to Buyer the due and punctual performance and discharge of all of
each Seller's obligations under this Agreement existing on the date hereof or
hereafter of any kind or nature whatsoever, including, without limitation, the
due and punctual payment of any amount that such Seller is

                                       75

<PAGE>

or may become obligated to pay pursuant to this Agreement. The guarantee under
this Section 10.20 is a guarantee of timely payment and performance and not
merely of collection.

                       [Signatures on the following page]

                                       76

<PAGE>

      IN WITNESS WHEREOF, this Agreement has been executed by Buyer, Sellers and
Parent as of the date first above written.

                                     BUYER:

                                     CEBRIDGE ACQUISITION CO. LLC

                                        By Cequel III, LLC, its manager

                                        By: /s/ Jerald L. Kent
                                            ----------------------------------
                                        Name: Jerald L. Kent
                                        Title: CEO

                                     SELLERS:

                                     TCA CABLE PARTNERS

                                     By: /s/ Robert N. Redella
                                         ---------------------------------------
                                     Name: Robert N. Redella
                                     Title: Vice President

                                     COX SOUTHWEST HOLDINGS, L.P.

                                     By: /s/ Robert N. Redella
                                         ---------------------------------------
                                     Name: Robert N. Redella
                                     Title: Vice President

                                     COX COMMUNICATIONS LOUISIANA, L.L.C.

                                     By: /s/ Robert N. Redella
                                         ---------------------------------------
                                     Name: Robert N. Redella
                                     Title: Vice President

<PAGE>

                                     COXCOM, INC.

                                     By: /s/ Robert N. Redella
                                         ----------------------------------
                                     Name: Robert N. Redella
                                     Title: Vice President

                                     COX TELCOM PARTNERS, INC.

                                     By: /s/ Robert N. Redella
                                         -----------------------------------
                                     Name: Robert N. Redella
                                     Title: Vice President

                                     PARENT:

                                     COX COMMUNICATIONS, INC.

                                     By: /s/ Robert N. Redella
                                         -----------------------------------
                                     Name: Robert N. Redella
                                     Title: Vice President - Mergers and
                                            Acquisitions