AMENDMENT TO CABLE FRANCHISE AND EASEMENT AGREEMENT
This Amendment to Agreement (the “Amendment”), made this 3rdday of June, 1998, by and between Mediacom Delaware LLC, a Delaware limited liability company (hereinafter called the “Grantee”), as successor in interest to and assignee of Triad CATV, Inc. and Ocean Pines Association, Inc., a Maryland corporation (hereinafter called the “Association”).
WHEREAS, Triad CATV, Inc. and the Association entered into an Agreement dated February 1, 1978 (the “Agreement”) in which the Association granted to Triad CATV, Inc. the exclusive right and privilege to construct, operate and maintain a system for delivery of television signal in Easement Areas owned by the Association; and
WHEREAS, the aforesaid Agreement was for an initial term of fifteen years with the option for two additional terms of five years, which additional terms have been subsequently agreed upon by the parties such that the current term of the Agreement shall expire on February 1, 2003; and
WHEREAS, pursuant to Paragraph 34 of the Agreement, Mediacom Delaware LLC received an Assignment of all of the rights and privileges, as well as all of the obligations, duties and liabilities of Triad CATV, Inc. under the Agreement and became the successor in interest to Triad CATV, Inc. under the Agreement; and
WHEREAS, Grantee desires to extend the current term of the Agreement and to upgrade the existing delivery system serving the Association with fiber optic cable and more current technology (the “Upgraded System”) providing more channels and services than the existing delivery system, all in order to induce more members of the Association to subscribe to Grantee’s cable services; and
WHEREAS, the Association is willing to extend the current term and allow the construction of the Upgraded System in return for additional fees, equipment, training, and services to be provided to the Association by the Grantee as more fully set forth in this Amendment.
NOW, THEREFORE, in consideration of the covenants and agreements contained herein, the parties hereto do hereby covenant and agree to amend the Agreement as follows:
1. All capitalized terms used in this Amendment without definition in this Amendment shall have the meaning ascribed to such terms in the Agreement. The parties further agree that the following terms shall have the following definitions:
a. “Amended Agreement” shall include the Agreement and this Amendment.
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b. “Upgraded System” means the CATV System after its increase in bandwith to 550 MHz. All provisions of the Agreement related to the CATV System shall also apply to the Upgraded System unless expressly modified by this Amendment.
c. “Subdivision” shall have the meaning as defined in the Agreement as modified by Exhibit A.
d. “Easement Areas” shall have the meaning as defined in the Agreement as modified by Exhibit A.
2. The provisions of Paragraph I of the Agreement are hereby deleted and replaced with the following. Association grants to Grantee an easement and an exclusive right and privilege to construct, operate and maintain in and under the Easement Areas in the Subdivision all wires, cables, underground conduits, manholes, and other necessary appliances and equipment required, necessary or appurtenant to the operation of cable television service. Data transmission services, including but not limited to Internet access, can be provided by Grantee on a non-exclusive basis. In the event Association becomes a municipality under Maryland law (“New Municipality”) then this Amended Agreement becomes a franchise under applicable law and the Grantee will retain the aforementioned right to construct, maintain and operate cable television service but such right will be non- exclusive in conformity with the applicable law in force at the time of such transformation. However, if as a New Municipality, it grants a franchise to another competing cable or other broadband video service provider, then it agrees it will not provide such a franchise upon terms more favorable or less burdensome than it has granted to Grantee under this Amended Agreement. Further, nothing in this Amendment shall be construed to prohibit the Grantee from offering any video programming services over the existing or Upgraded System that are not prohibited by federal or state law. Despite any prior agreement as to the installation of aboveground cable or any waiver of rights with respect to, or failure to dispute, the installation of aboveground cable prior to the date of this Amendment, any and all existing and new construction by the Grantee shall be underground in accordance with the original grant of authority in Paragraph 1 of the Agreement, provided, however, that Grantee shall be excused from such performance to the extent that any individual homeowner within the territorial limits of the Association objects to the entry of the Grantee or the Grantee’s agents upon that homeowner’s property. Further, as any new or replacement drops are added to the Upgraded System, Grantee can use above ground drop lines for very short periods not to exceed thirty (30) days from the date of connection unless weather conditions require additional time to bury said lines. Grantee shall once each month provide the Association with a report indicating the locations of above-ground drops.
3. The provisions of Paragraphs 2 and 3 of the Agreement are hereby deleted and replaced with the following. Grantee hereby warrants that it currently holds all licenses and Certificates of Compliance or similar documents authorizing the current operation and maintenance of the cable system to the extent that any such licenses or
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other documents are required by any governmental authority. To the extent that new certificates, licenses or permits of any kind are required for new construction or modification of the present cable system within the boundaries of the Association, Grantee shall diligently pursue such documents with the appropriate governmental agencies. Grantee agrees upon request by the Association to provide copies of all applications, notices or correspondence with or from any governmental agency concerning such approvals and documents.
4. The provisions of Paragraph 5 of the Agreement are hereby amended to increase the limits of insurance to One Million Dollars ($1 ,000,000.00) for injury or death to one person and Three Million Dollars ($3,000,000.00) for injury or death to any number of persons arising out of one accident or occurrence, and to One Million Dollars ($1,000,000.00) for damage or injury to property. Except for these increases in the minimum insurance limits, the remainder of Paragraph 5 shall remain in full force and effect.
5. The provisions of Paragraphs 7, 8, 9 and 27 are hereby deleted and replaced with the following provisions that provide for the construction of the Upgraded System to replace the Association’s current cable system. The construction for the Upgraded System shall be performed by Grantee in three (3) phases as more fully set forth in the construction schedule which is attached as Exhibit B and, by reference, incorporated herein. Grantee shall submit plans for the Upgraded System showing the locations and design of all proposed upgrading and construction in accordance with the construction schedule set forth in Exhibit B. Grantee can commence construction according to the schedule unless written objection is received by Grantee within fifteen business days (1 5) days of submission. Objections to the Grantee’s construction plans will toll the time schedule set forth in Exhibit B to the extent that such objections cause actual delay in construction. Grantee shall be obligated to provide cable service, in accordance with the schedule set forth in Exhibit B, to all lots in the Subdivision that can be served by utilization of the Easement Areas or, upon prior written request from Grantee and written approval of the Association, to lots that cannot be served by utilization of the Easement Areas but may be served by aboveground or other appropriate alternative construction unless the owner of any lot fails or refuses to grant necessary authority to construct the necessary underground conduit. Construction of all trunk cables and feeder cables for the Upgraded System shall be installed and completed no later than 9 months from the date of this Amendment. Grantee shall be permitted an additional 3 months after the completion of the Upgraded System to place then existing above ground drop lines underground to satisfy the requirements of paragraph two of this Amendment. Failure to substantially complete construction of the Upgraded System within 9 months of the execution of this Amendment (unless such failure is occasioned by force majeure) shall constitute a material breach of the Amended Agreement for which the Association, in its sole discretion, may terminate the Amended Agreement (or pursue any other remedy available under the Amended Agreement herein or under applicable law). Grantee agrees that it shall pay to the Association a late fee of $100.00 per day in addition to any and all other rights and remedies that the Association has for breach in delay in completion of the Upgraded
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System and a late fee of $50.00 per day in addition to any and all other rights and remedies for breach in delay in placement of all cables underground as required by Paragraph 2 of this Amendment. Grantee shall provide the Association with a Performance Bond in the amount of Five Hundred Thousand Dollars ($500,000.00) prior to beginning any new construction which shall guarantee the performance by the Grantee of all of the obligations of the Grantee under the Amended Agreement including the payment of any late fees under this Paragraph. Grantee shall also establish an escrow account in the Association’s name and deposit $25,000.00 which can be drawn upon by the Association to repair damage to public or private property caused by Grantee or its agents or subcontractors and not repaired by Grantee as required by Paragraph 11 of the Agreement. Before Association can draw upon the escrow account, Association must give fifteen days written notice to Grantee to cure and if Grantee undertakes to cure such damage then Association cannot draw upon the escrow account unless such repairs are not made to Association’s reasonable satisfaction. In that event, Grantee shall specify the remaining damage to be repaired and only such funds can be withdrawn to make such repairs based on a written estimate. Upon satisfactory completion of the Upgraded System and the placement of all cables below ground, the Performance Bond shall be released and the escrow account shall be reduced so as to maintain a total of $5,000.00 in the account for the balance of the term of this Amended Agreement for use by the Association for the same purpose and in conformity with this paragraph. Within sixty (60) days of completion of the Upgraded System, the Grantee shall provide the Association with revised plans showing the location and design of the system as built.
6. The Provisions of Paragraphs 12 and 13 of the Agreement are deleted and replaced with the following. The Upgraded System to be constructed by the Grantee shall have the cable specifications and channel capacity as set forth in Exhibit C, which is attached hereto and, by reference, incorporated herein. Grantee shall continue to operate the present system with the present number of cable channels until construction of the Upgraded System is completed in its entirety; provided, however, that as each phase of the new construction is completed, Association members in each such phase shall receive programming services in accordance with Exhibit C. An Association member shall not be charged for the additional programming services that will be initially provided by the Upgraded System at the initial monthly rate set forth in Exhibit D until such services become available to that member. This Amendment is not intended to address any services other than existing or new cable television programming services, or data transmission services (including Internet access) that are currently provided on the existing system or could be provided by the Upgraded System. Further, nothing in this Amended Agreement shall require Grantee to expand bandwith capacity beyond 550 MHz unless in Grantee’s sole business judgment such upgrades are technologically and economically feasible, In the event that Grantee later desires to: (i) provide services (including but not limited to telecommunications services) other than those listed in this paragraph through the Upgraded System; (ii) provide further bandwith capacity beyond 550 MHz; or (iii) completely rebuild the Upgraded System including any subsequent upgrades, the parties shall enter into good faith negotiations to complete an additional written amendment to this Amended Agreement
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which amendment shall be mutually acceptable to the parties hereto and may include a mutually acceptable extension of the term of this Agreement. Further, nothing in the Amended Agreement shall be construed to prohibit the Grantee from introducing, packaging, replacing or removing any cable television programming service or data transmission services (including Internet access) subject only to Exhibit D. Further, nothing in the Amended Agreement shall permit the Association to dictate programming content provided over the CATV System or Upgraded System except as may be permitted by applicable law related to indecent or obscene programming.
7, The provisions of Paragraph 14 of the Agreement are deleted and replaced with the following. The Upgraded System shall be constructed and operated in such a manner so as to allow the Association to include a scrolling message on all channels to notify subscribers of emergency or weather advisory information. The Grantee shall display emergency or weather advisory information within one hour of being contacted by an authorized representative of the Association with such information. Such scrolling message shall be provided to the Association’s subscribers in accordance with the activation of the Upgraded System which shall generally conform to the construction schedule set forth in Exhibit B.
8. The provisions of Paragraph 15 of the Agreement are hereby deleted and replaced with the following. Grantee shall maintain a local business office within twelve (12) miles of the Subdivision for at least three (3) years following executon of the Amendment. If after that three year period, Grantee determines to close the office, Grantee shall notify the President of the Board of the Association thirty (30) days before such closing. Further, in the event of such closure, Grantee shall continue to maintain a local payment center within twelve (12) miles of the Subdivision throughout the remaining term of the Amended Agreement and Grantee shall make appropriate representatives available on ten (10) days notice to meet with Association representatives at the Subdivision to discuss significant or recurring unresolved concerns regarding Grantee’s service. At all times during the term of the Amended Agreement Grantee shall meet or exceed the customer performance standards of the National Cable Television Association in effect as of the date of the execution of this Amendment.
9. The provisions of Paragraph 23 of the Agreement are hereby deleted and replaced with the following. The Grantee shall pay to the Association each calendar quarter a fee computed as a percentage (“Franchise Fee Percentage”) of the Grantee’s gross receipts from the previous calendar quarter from members of the Association for all video programming services. The Association shall establish the Franchise Fee Percentage from time to time and shall provide written notification to Grantee at least 60 days prior to changing the amount of the Franchise Fee Percentage. In no event, however, may the Franchise Fee Percentage exceed five (5) percent. The initial Franchise Fee Percentage shall be three (3) percent. The fee imposed on the Grantee under this section can be passed through to Grantee’s subscribers. Grantee retains the right to separately itemize this fee in addition to its customarily authorized and charged rates. “Gross receipts” shall not include any amounts collected for the provision of data transmission services. Further, “gross receipts” shall not include any fees or taxes
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which are imposed directly or indirectly on any Subscriber by any governmental unit or agency and which are collected by the Grantee for such governmental unit or agency. If any payment of the quarterly fee is not made within sixty (60) days after the end of a calendar quarter, a service charge of 1 .5% per month of the amount of such deficiency shall be added until such deficiency is paid in full by Grantee. Failure to make any payment of a quarterly fee within six months of the date such quarterly fee is due shall constitute a material breach of this Amended Agreement. If, however, the Grantee makes a good faith payment of a quarterly fee and the Association contends that additional amounts are due, only the failure of the Grantee to make payment of the additional amounts claimed to be due within six months after the Association provides written notification to Grantee stating with specificity the amount owed and the basis for the allegation of the underpayment shall constitute a material breach of this Amended Agreement. Notwithstanding the foregoing, if the alleged underpayment was made to the New Municipality, then Grantee’s failure to pay any incremental amounts claimed due shall not constitute a material breach so long as the matter is under review by a court of competent jurisdiction. The period of limitation for recovery of any fee payable hereunder shall be three (3) years from and after such payment due date, except that any limitations period imposed by this section shall be tolled in the event Grantee does not deliver the requested information to Association to aid in the verification of any alleged deficiency. The limitation period will begin to run again upon delivery of required documentation. Unless an action is commenced in a court of competent jurisdiction within that time such claim for fees is time barred and the Association or the New Municipality (as the case may be) shall be estopped from asserting any claims for alleged deficiencies. The provisions of this Paragraph 9 of the Amendment shall not be subject to the force majeure provisions of this Amended Agreement.
10. The following provisions are inserted at the end of Paragraph 24 of the Agreement Grantee shall meet annually at a mutually convenient date and time with Association representatives to answer questions and provide information concerning the operation of the cable system. All of the subscribers of the Subdivision shall be invited to attend the meeting and obtain information from the Grantee.
11. The provisions of Paragraphs 25(A) and (B) are hereby deleted and replaced with the following. The maximum rates charged by the Grantee to subscribers for access to the cable system shall be as set forth in Exhibit D, which is attached hereto and, by reference, incorporated herein.
12. The provisions of Paragraph 26 of the Agreement are hereby deleted and replaced with the following. The parties agree that the Amended Agreement shall terminate after one period of fifteen (15) years from the date of the execution of this Amendment (the “New 15 Year Term”) except as set forth herein:
A. At the end of the New 15 Year Term, Grantee shall have the option to renew for an additional five (5) year term provided that Grantee is not in material breach of the Amended Agreement (the “Renewal Term”) and meets the requirements of Sections 1(a), (b) and (c) of this Subparagraph 12(A). In the event that Grantee
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desires to renew the Amended Agreement for the Renewal Term, the Grantee shall send to the Association a written renewal notice no later than twelve months before the expiration of the New 15 Year Term. The parties shall use the following procedure to renew the Amended Agreement during the New 15 Year Term:
1) Following receipt of the renewal notice, the Association shall within sixty (60) days hold a meeting which affords its members in the Association and Grantee appropriate notice and participation for the purpose of:
a. Reviewing the compliance of the Grantee with the Amended Agreement during the current term;
b. The quality of the Grantee’s service, including signal quality, response to consumer complaints and billing practices, but without regard to the programming services, including the mix or quality, or other services provided over the Upgraded System; and
c. The Grantee has the financial, legal and technical ability to provide the services, facilities and equipment required by the Amended Agreement.
2) Upon completion of the review of Grantee’s performance and in all events prior to the expiration of the New 15 Year Term, the Association shall renew the Agreement or issue a preliminary assessment that the Agreement should not be renewed and either at the request of Grantee or on its own initiative commence a proceeding to consider whether Grantee has substantially complied with the material terms of the existing Agreement and the other factors outlined in subparagraph (1), above.
3) In any proceeding under subparagraph (2) all parties shall be afforded adequate notice and fair opportunity for full participation including the right to introduce evidence, require the production of evidence and to examine witnesses. A transcript shall be made of any such proceeding.
4) At the completion of the proceeding the Association shall issue a written decision granting or denying the proposal for renewal based upon the record of the proceeding and shall promptly transmit a copy of such decision containing the reasons therefor.
5) Any denial of the renewal shall be based on one or more adverse findings with respect to the factors listed in subparagraph (1) except that the Association cannot deny renewal on a failure to substantially comply with subparagraph (1) unless Grantee has been provided notice and an opportunity to cure or if Association has waived its right to object or the
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Grantee has given written notice of a failure or inability to cure and the Association fails to object within a reasonable time after receipt of such notice.
6) The Association’s denial of this Renewal Term or its failure to act in accordance with the procedural requirements of this paragraph can be reviewed by a court of competent jurisdiction which shall review the record and determine if the Grantee has demonstrated that the adverse finding by Association with respect to each and every factor outlined in subparagraph (1) is not supported by the preponderance of the evidence based on the record of the proceeding conducted under subparagraph (2) or that any action of the Association, excluding harmless error, is not in compliance with the procedural requirements of this paragraph.
B. If at either the end of the New 15 Year Term or the Renewal Term, the Association denies the renewal and the denial is upheld by a court of competent jurisdiction, if Grantee files an action for judicial review, the Association shall purchase or arrange for the purchase of the Grantee’s cable system at 100% of the fair market value of the system valued as a going concern including the value of this Agreement as if it were in full force and effect using valuation methods generally accepted in the cable television industry (“Going Concern Value”). The Association shall provide notice of its intent to exercise this option no earlier than twenty4our (24) months before expiration but in no event later than twelve (12) months prior to the expiration of the Renewal Term and at that time, the Association shall provide Grantee with its calculation of the Going Concern Value including all documentation and other evidence to support the Association’s valuation. Grantee shall submit its calculation of Going Concern Value to the Board of the Association sixty (60) days thereafter. The Association shall have reasonable access to the books and records of Grantee to obtain information for purposes of computing its valuation, Any information submitted by the Grantee to the Association shall remain confidential and shall not be disclosed to any third party other than those retained by the Association to assist in performing the valuation Should the parties then be unable to agree upon the Going Concern Value within ninety (90) days following the exchange of the required documentation, the parties agree to submit such determination to an arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Both parties agree to act promptly to complete the arbitration within ninety (90) days from the date of a written request for arbitration, where reasonably practicable. The Amended Agreement, however, shall continue in force and effect for such periods as is necessary to complete the arbitration and obtain a decision from the arbitrator, provided that no period of extension of the Renewal Term shall exceed one year unless otherwise agreed. Each party shall bear its own expenses of the arbitration and shall share the expense of the arbitrator equally. Any award by an arbitrator pursuant to this Paragraph shall by binding on the parties except where a court of competent jurisdiction could modify or set such decision aside and judgment may be entered thereon in any court of competent jurisdiction. If the Association elects not to
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purchase or to arrange for the purchase of the Grantee’s cable system prior to the termination of the Renewal Term pursuant to this paragraph, the Association can renew this Agreement and Amendment for additional renewal terms or can require Grantee to provide a buyer of the Grantee’s cable system who is acceptable to the Association as a new operator of the system. In the event the Association requires Grantee to provide a buyer and the proposed transferee is acceptable to the Association, the Association shall, unless the Association and proposed transferee mutually agree otherwise, extend the Renewal Term of this Agreement for at least an additional five year period beginning on the date the transferee acquires the Upgraded System.The Association’s rejection of any proposed transferee will be based solely upon considerations relating to the experience, capability and financial integrity of the prospective buyer. In the event Grantee does not produce a buyer acceptable to Association under the terms of this Amended Agreement , the Amended Agreement will terminate at the end of the Renewal Term and, Grantee shall remove all equipment and aboveground cable and any underground cable that will unduly interfere with the use of any easement or property use in the Association. The Grantee shall restore the Subdivision property to its condition prior to installation of the Upgraded System, ordinary wear and tear excepted.
C. Under no circumstances can the Association, directly or indirectly, receive or accrue any profit from the sale of the Upgraded system to another operator. This prohibition shall not prevent the Association from receiving benefits and br compensation under a new access agreement that it would normally receive under such an agreement.
13. The provisions of Paragraph 28 of the Agreement are hereby amended as follows. As a part of the construction of the Upgraded System, the Grantee shall provide to the Association, without charge, standard cable service and the necessary connections to allow the Association to originate programming with the use of its own equipment on a cable channel which shall be made continuously available for this purpose. Grantee shall also provide the equipment and training as more fully set forth in Exhibit E, which is attached hereto and, by reference, incorporated herein, in order to allow the Association to originate such programming. The Grantee shall provide the equipment and training listed in Exhibit E to the Association within ninety (90) days from completion of the Upgraded System, Notwithstanding the foregoing, the Association may, with appropriate notice to Grantee, substitute or modify the equipment contained in Exhibit E, prior to its purchase by Grantee, so long as the total cost of the equipment does not exceed the total reflected on Exhibit E. The Grantee shall also provide to the Association, in accordance with the construction schedule described in Exhibit B hereto, without charge, standard cable television service at ten additional locations in the Subdivision selected by the Association in areas currently served by Grantee. At the time Grantee makes standard data transmission services available to residents of the Subdivision, the Grantee shall also provide the Association with standard data transmission services at no monthly charge at up to ten locations in the Subdivision as designated by the Association, provided such locations are within one hundred twenty five feet (125) of Grantee’s facilities. Grantee shall continue to provide such standard
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data transmission services to the Association as long as it makes such services available to residents of the Subdivision during the term of the Amended Agreement.
14. The provisions of Paragraph 33(J) are hereby deleted and replaced by the following. In lieu of paragraph 33(J), all notices required under the Agreement and this Amendment shall be in writing and sent by certified or registered mail, return receipt requested, or delivered by hand, with receipt acknowledged, to the persons and addresses set forth below (or to such other persons and/or addresses hereinafter specified by written notice):
If to Grantee, to: Mediacom Delaware LLC
P.O. Box 440
Millsboro, DE 19966
Attn: Donald E. Zagorski, General Manager
Copy to: Med iacom LLC
100 Crystal Run Road
Middletown, NY 10941
Attention: Mark Stephan, CFO
If to the Association, to: Ocean Pines Association, Inc.
239 Ocean Parkway
Berlin, MD 21811
Attention: Curtis Allison, General Manager
Copy to: Michael W. Skojec, Esquire
Gallagher, Evelius & Jones
218 N. Charles Street, Suite 400
Baltimore, MD 21201
15. The provisions of Paragraph 33 are also hereby amended by adding a new Paragraph 33(M) which shall read as follows. The Grantee agrees to protect the confidentiality of the names and addresses of all subscribers and shall not provide any list of subscribers to any third parties and for any purposes except as required by specific federal, state or local laws. Grantee may provide lists of subscribers to third parties where such parties are hired by Grantee to promote cable television and other services provided by Grantee.
16. The provisions of Paragraph 34 are hereby amended by adding a new Paragraph 34(E) after the existing provisions which shall read as follows. The Association shall not unreasonably withhold consent to an assignment of this Agreement.
17. Except for express amendments and revisions as set forth in this Amendment, all other terms and conditions of the Agreement are expressly restated and incorporated herein,
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WITNESS: MEDIACOM DELAWARE, LLC
JLL— By:W (SEAL)
Name: Mark Stephan
Title:
WITNESS: OCEAN PINES ASSOCIATION, INC.
c
_______________ / _____________<SEAL)
Name: Richard P. Brady
Title: President
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EXHIBIT A
REVISED PROPERTY DESCRIPTIONS
SUBDIVISION:
The definition of “Subdivision” contained in the Agreement is hereby ratified and incorporated by reference and shall be modified to include the following easement areas:
Deeds to Streets and Parks in Section 14C (Sections 2 and 3) and Easements in said sections, Liber R.H.O. No. 1496, folio 285.
Deeds to Streets and Parks and Easements in Section 14B, Liber R.H.O. No. 1783, folio 533.
Deeds to Streets in Borderlinks Condominium, Liber R.H.O. No. 1958, folio 197.
Section 12 (lnnerlinks) R.H.O. No. 2213, folio 223
Section 18F (Marina Village Condominiums) R.H.O No. 2213, folio 280
Section 15B (The Sanctuary) R.H.O. No. 2231, folio I
Section 18 (Mumford’s Townhomes) R.H.O. No. 2262, folio 591
Section 18 (Mumford’s Landing — Single Family) R.H.O. No. 2263, folio 1
Section 19 (Harbor Billage) R.H.O. No. 2309, folio 571
EASEMENT AREAS:
The definition of “Easement Areas” contained in the Agreement is hereby ratified and incorporated by reference and shall be modified to include the following areas:
Deeds to Streets and Parks in Section 14C (Sections 2 and 3) and Easements in said sections, Liber R.H.O. No. 1496, folio 285.
Deeds to Streets and Parks and Easements in Section 14B, Liber RH.O. No. 1783, folio 533.
Deeds to Streets in Borderlinks Condominium, Liber R.H.O. No. 1958, folio 197.
Section 12 (Innerlinks) R.H.O. No. 2213, folio 223
Section 18F (Marina Village Condominiums) R.H.O No. 2213, folio 280
Section 1 5B (The Sanctuary) R.H.O. No. 2231, folio 1
Section 18 (Mumford’s Townhomes) R.H.O. No. 2262, folio 591
Section 18 (Mumford’s Landing — Single Family) R.H.O. No. 2263. folio 1
Section 19 (Harbor Billage) R.H.O. No. 2309. folio 571
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EXHIBIT B
CONSTRUCTION SCHEDULE
The upgrade will be done in three sections each covering approximately one-third of the Association’s property. Each section will require varying lengths of time to complete construction as follows:
First Phase
Description: Areas north of Route 90, including only the following design maps,
526-499, 527-499, 525-500, 526-500, 527-500, 524-501, 525-501, 526-501, 527-501, 523-
502, 524-502, 525-502, 526-502, 523-503, 524-503, 525-503, and 525-504.
Completion Date: No later than November 1, 1998.
Second Phase
Description: Areas south of Route 90, exclusive of Section 10, including only the following design maps, 527-501, 528-501, 526-502, 527-502, 528-502, 526-503, 528-503, 529-503, 526-504, 527-504, 528-504, and 529-504.
Completion Date: No later than January 1, 1999.
Third Phase
Description: Areas know as Section 10, including only the following design maps,
528-501, 529-501, 530-501, 531-501, 529-502, 530-502, 531-502, 529-503, 530-503, and
531-503.
Completion Date: No laterthan February 21, 1999.
During the construction phase, in some cases, the cable operation will need to be turned off for short periods of the day. In most cases this will only affect a small number of subscribers and will only last for a period of less than eight (8) hours in any one day. In all instances, the Grantee will notify subscribers with a door hanger and some other form of advertising at least 48 hours prior to the service disruption. Once each phase is complete, the Grantee will activate the Upgraded System line-up with 30-day written notice of the new line-up and the rate adjustment for the new services will become effective for subscribers in that phase as the service is provided to each subscriber. The disruption time will be scheduled to occur during non-prime viewing periods.
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EXHIBT C
SYSTEM SPECIFICATIONS
Ocean Pines will be upgraded utilizing a Fiber-to-Feeder design at 550 MHz. The amplifiers and components of this system will be fully capable of carrying both analog and digital signals. The Grantee will meet or exceed all FCC specifications as follows:
CN R—Carrier-to-Noise Ratio ÷49 DB
CTB---Composite-triple-beat -51 DBc
XMOD—Crossmodulation -50 DBc
2 Order—2 Order beats -56 DBc
HUM—Intermodulation ratio -50 DBc
The offending signals will be below the desired signals by the designated value. In addition, ingress problems on Channels 19 & 20 will be corrected to the extent that such correction is within the power of Grantee. Grantee will change out and resplice the fittings and tap off devices.
Initially, the Upgraded System shall offer approximately 43 channels of basic service in addition to channels for pay-per-view and premium channels (HBO, Showtime, etc.) to subscribers within the Subdivision. Without obligating Grantee to expand the bandwith capacity beyond 550MHz, new programming services will be introduced and the number of services increased as technology permits (e.g. digital compression) in a manner comparable to that offered in the Grantee’s Delaware cable system currently delivering video signals to the Association’s subscribers, subject to the rate provisions of Exhibit D.
Notwithstanding anything contained in this Agreement including Exhibit C herein, Grantee will not be responsible for the failure of any Subscriber to receive television signals pursuant to the above specifications, if such failure is as a result of defects in or the operation of Subscribers’ equipment.
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EXHIBIT D
SUBSCRIBERS’ RATES
Grantee agrees to provide cable programming services at comparable rates as they may change from time to time to those offered for substantially similar services by the Delaware cable system delivering the video signals to the Association’s subscribers. Grantee has represented that its rates are currently regulated by the Public Service Commission of Delaware in those areas where the Public Service Commission has the authority to regulate. Grantee agrees to provide timely notice to the Board of the Association as to all pending rate regulatory matters(including the dates of any public hearings) before the Public Service Commission of Delaware. In the event that the State of Maryland or Worcester County decides during the Term of this Amended Agreement to regulate the rates charged by the Grantee to subscribers in the Subdivision, then Grantee agrees to instead provide similar timely notice to the Board of the Association as to all pending rate regulatory matters (including the dates of any public hearings). If such rate regulation is adopted by the State of Maryland or Worcester County, Grantee shall no longer be bound by the requirement to provide rates comparable to those charged in Grantee’s Delaware system.
Initially, Grantee hereby represents that based on the application of the abovesaid standard of comparable rates to the Delaware cable system and similar areas, the Association’s subscribers will be charged a monthly rate (exclusive of any franchise fee or other fee payable to the Association under Paragraph 9 of this Amendment and exclusive of any regulatory fees) of about $ 27.95 for 43 channels of basic services in the Upgraded System and other charges for other services, all as shown on the attached Exhibit D-1. These new rates and other charges shall not be billed to any subscriber until the new services provided with the Upgraded System become available to the subscriber.
Grantee agrees that, upon completion of the New System no fees or charges for parental lockout devices will be imposed during the term of this Agreement for those subscribers who have converter boxes in their residence as of the date of this Agreement nor will Grantee impose charges for additional outlets except for installation during the term of this Agreement.
366 MWS
d1’7OO-OOO1

EXHIBIT E
STUDIO/PRODUCTION EQUIPMENT AND TRAINING LIST
As provided in this Agreement, Grantee shall provide the Association at no charge with new production equipment sufficient to provide the
Association with a local station that can provide character generation. The equipment to be provided will consist of the following:
EQUIPMENT MANUFACTURER QTY MODEL DESCRIPTION UNIT $ AMOUNT
Studio Controller Leightronics I MINI-T-PRO Event Controller $ 848 $ 848
Leightronics I PRPAIR VCR Interface Cable $ 88 $ 88
Modulator DX I DSM-l80 550 MHz Modulator $ 875 $ 875
VCRs Panasonic 2 AG1980 S-VHS Edit Deck $1,400 $ 2,800
Sony 1 VP7020 U-Matic Playback Deck $1,995 $ 1,995
Panasonic I AGA96 Editing Controller $
S -
A/V Switcher Sigma 2 lXl2 A/V Cross Point Switcher S 300 $ 600
Cameras Panasonic I WVD5100H/30 Studio SSC Color Camera $6,142 $ 6,142
Panasonic I AG456 S-VHS Camcorder $2,250 S 2,250
Video Character Generator Vidoeonics I TM3000 Video Titler $ 636 $ 636
VMC I VM-I FS Messaging Character Gen $ 699 $ 699
Microphones Sony 2 ECM44I3V Lavalier Mic S 210 $ 420
Shure 8 Table Mic $ 125 $ 1,000
NADY 1 151 VR Wireless Camcorder Mic 5 189 $ 189
Monitors Panasonic 3 CT1386Y 13-inch Color Monitor $ 295 $ 885
Tripod/Dolly Bogen 2 3l95S/3067 Studio Tripod & Dolly $1,058 $ 2,116
Studio Lighting Comprehensive I APAS/S/T Mini-Studio Lighting Kit $3,666 S 3,666
Frezzi-Max 1 MFK9O Spot Lamp for Minicam $ 795
Audio Mixer Panasonic 1 WJMX5O A/V Mixer $3,889 $ 3,889
Shure 2 M268NEW Audio Mixer $ 210 $ 420
Racks & Consoles Luxor I TL-48-35 Edit Console $ 350 $ 350
Cam Cirl Switcher Console $ 750 S 750
Total $30,618
10% Tax and Freight $ 3,062
Grand Total $33,680
Grantee will provide up to 80 hours of training and assist on the installation of the equipment at no charge to the Association.
Kld/AjTransfcr/Exhibit E/MS Word

11’16/98 14:49 ‘41O 837 3O8 C E & J OO2/oo2
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MEDIACOM
OCEAN PiNES RAThS
—
Basic Service,... ....,... ... .,....., $ 27.95
Addressable Converter.,... ...,....., ........ ............. 3.00
Protect Line Maintenance .49
LLT1NANR
New Install $ 50.00
Restart/Reconnect.,...,,...,.,.,,, 25.00
Additional Connection at Time of IniUal. Installation . 15.00
Additional Connection Requiring Separate Installation 25.00
Relocate Outlet......,,,.,..._.. ,,. ......,,. .. ,, ..,.,..., l500
Upgrade or Downgrade of Optional Service(Addressable),, 10.00
Upgrade or Downgrade of Optional Service
(Non-Addressable) 2000
Connect VCR at Time of Initial, Installation N/C
Connect VCR Requiring Separate Installation 20.00
Purchase or Replace Remote Control 10.00
Purchase A/B Switch 500
install A/B at Time of Initial Installation 15.00
Install A/B Requiring Separate Installation
($15.00 & $20.00 Trip) 35.00
Adrriinistrative Fee For Delinquent Payment 5.00
NonSufficient Funds Charge 20.00
Unreturned Converter Charge (Standard)......, ,......,,,,,Z 75.00
Unretumed Converter Charge (Addressable) 150.00
Transfer of Ownership 20.00
Trip Fee 20.00
Service Call (Non-System Related) 20.00
Unreturned Remote Uand Unit 10.00
Purchase MTV Trap 15.00
Install MTV Trap Requiring a Separate Trip
(TripS 15.00 + $20.00 Trip Pee) 35.00