DISCLOSURE SCHEDULE CONTAINS, WITH
RESPECT TO EACH SPECIFIED BUSINESS, SELLER'S GOOD FAITH ESTIMATE, AS OF THE DATE
HEREOF, OF THE NUMBER OF CONTRACTS (OTHER THAN PROGRAMMING AGREEMENTS,
FRANCHISES AND GOVERNMENTAL AUTHORIZATIONS) TO WHICH SELLER OR ANY OF ITS
AFFILIATES OR ANY OF THEIR RESPECTIVE ASSETS ARE PARTY, BOUND OR SUBJECT WHICH
ARE EXECUTORY AND ARE RELATED TO SUCH SPECIFIED BUSINESS. SUCH LIST REPRESENTS
SELLER'S GOOD FAITH ESTIMATE OF THE NUMBER OF SUCH CONTRACTS IN EACH OF THE
CATEGORIES SET FORTH ON SCHEDULE 3.15(A) OF THE SELLER DISCLOSURE SCHEDULE, AND
INDICATES AS TO EACH CATEGORY, THE NUMBER OF SUCH CONTRACTS THAT (I) WERE
ENTERED INTO PRIOR TO THE PETITION DATE, (II) WERE ENTERED INTO FOLLOWING THE
PETITION DATE OR (III) RELATE TO ANY SPECIFIED BUSINESS AND ANY OTHER BUSINESS
OF SELLER OR ITS AFFILIATES, INCLUDING ANY PART OF THE FRIENDCO BUSINESS.
(B)
EXCEPT AS SET FORTH ON SCHEDULE 3.15(B) OF THE SELLER DISCLOSURE
SCHEDULE, NONE OF THE CONTRACTS OF SELLER OR ANY OF ITS AFFILIATES RELATED TO A
SPECIFIED BUSINESS CONTAINS ANY OF THE FOLLOWING TERMS OR PROVISIONS (EACH SUCH
TERM OR PROVISION, A "SPECIAL TERM"):
(I)
CONSIDERATION PAYABLE OR RECEIVABLE BY SELLER OR ANY OF ITS
AFFILIATES IN EXCESS OF $100,000 IN ANY TWELVE MONTH PERIOD OR IN EXCESS OF
$1,000,000 OVER THE REMAINING TERM;
70
(II)
LIMITATIONS ON THE FREEDOM OF SELLER OR ANY OF ITS AFFILIATES TO
COMPETE IN ANY LINE OF BUSINESS, WITH ANY PERSON OR IN ANY GEOGRAPHIC AREA, AND
WHICH WOULD LIMIT THE FREEDOM OF BUYER OR ANY OF ITS AFFILIATES TO DO SO AFTER
THE CLOSING DATE IF IT WERE AN ASSIGNED CONTRACT;
(III)
SO-CALLED "MOST FAVORED NATION" PROVISIONS OR ANY SIMILAR
PROVISION REQUIRING SELLER OR ANY OF ITS AFFILIATES TO OFFER A THIRD PARTY TERMS
OR CONCESSIONS AT LEAST AS FAVORABLE AS THOSE OFFERED TO ONE OR MORE OTHER
PARTIES, OR WHICH WOULD REQUIRE BUYER OR ANY OF ITS AFFILIATES TO DO SO AFTER
THE CLOSING DATE IF IT WERE AN ASSIGNED CONTRACT;
(IV)
ANY TERMS THAT DO NOT REFLECT IN ALL MATERIAL RESPECTS THOSE THAT
WOULD BE OBTAINED IN ARM'S LENGTH NEGOTIATIONS;
(V)
ANY EXCLUSIVITY PROVISION OR PROVISION THAT REQUIRES THE PURCHASE
OF ALL OR A GIVEN PORTION OF A PARTY'S REQUIREMENTS OR ANY OTHER SIMILAR
PROVISION THAT WOULD, IN EACH CASE, BIND BUYER OR ITS AFFILIATES AFTER THE
CLOSING IF IT WERE AN ASSIGNED CONTRACT;
(VI)
ANY TERMS FOR THE BENEFIT OF ANY MEMBERS OF THE RIGAS FAMILY
(EXCEPT TERMS FOR THE GENERAL BENEFIT OF HOLDERS OF EQUITY SECURITIES IN SELLER
OR ANY OF ITS AFFILIATES), SELLER, ANY MANAGED CABLE ENTITY OR ANY OF ITS OR
THEIR CURRENT OR FORMER AFFILIATES OR ASSOCIATES (AS DEFINED IN RULE 405 UNDER
THE SECURITIES ACT), IN EACH CASE THAT WOULD CONTINUE TO BENEFIT ANY SUCH PERSON
AFTER THE CLOSING IF IT WERE AN ASSIGNED CONTRACT;
(VII)
ANY PROVISION RELATING TO THE USE BY THIRD PARTIES OF ANY OF THE
TRANSFERRED ASSETS TO PROVIDE TELEPHONE, INTERNET OR DATA SERVICES OTHER THAN IN
CONTRACTS WITH