, 1994, by and between the CITY OF CALAIS, County of

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1 CITY OF CALAIS FRANCHISE AGREEMENT THIS AGREEMENT, made and entered into this day of, 1994, by and between the CITY OF CALAIS, County of Washington and State of Maine, a municipal corporation, (hereinafter referred to as the "City") and UNITED VIDEO CABLEVISION, INC., a Delaware Corporation, with a place of business at 400 Old County Road, Rockland, Knox County, State of Maine (hereinafter referred to as the "Company"). WHEREAS, the City is desirous of entering into an agreement (s) for the purpose of granting a nun-exclusive cable television franchise within the municipality and establishing procedures governing cable television systems../ I NOW, THEREFORE, the parties hereto agree in consideration of,i.. lie the promises, mutual covenants and other good and valuable consideration, as follows: SECTION 1. THE COMPANY'S OUALIFICATIONS. The Company expressly I 'I warrants that the Company is a legal entity in the State of Maine capable of entering into the legal arrangements identified in the within agreement and the Company warrants that said Company possesses the financial, technical and other qualifications necessary to provide the services as outlined in the Agreement and that the construction arrangements for the facilities and the system necessary for provision of services as identified in the Agreement are adequate and feasible.

2 SECTION 2. GRANT OF FRANCHISE. The City grants to the Company the non-exclusive right, privilege and franchise for the construction, maintenance and operation of television transmission and distribution facilities and extensions thereto commonly referred to as a cable television system in the City of Calais, Maine for one period of fifteen (15) years. The cable television system for which this franchise is granted shall be for the purpose of transmission and distribution of audio and visual impulses and television energy as hereinafter defined, in accordance with the laws and regulations of the United States of America, the State of Maine and the ordinances and regulations of the City now in existence or hereinafter adopted. SECTION 3. DEFINITIONS. For the purpose of this Agreement, the following terms, phrases, words and their derivations shall have the meaning given herein. When not inconsistent with the context, words used in the present tense include the future, words in the plural number include the singular number and words in the singular number include the plural number. The word ffshallff is always mandatory and not merely directory. a) "Personn shall mean any person, firm, partnership, association, corporation, company or organization of any kind. b) nsubscriberlf shall mean any "Personv so described in part (a) who purchases or receives service from the Company. c) Ifcable Television Systemtt shall mean a system for the transmission of visual and/or audio signals by means of electrical

3 impulses over coaxial cables or other suitable means, including the operations of a closed circuit television station for the transmission of local programs and events. d) "FranchiseM shall mean the authorization granted pursuant to this contract and applicable local, state and federal law in terms of a privilege, permit and license to construct, operate and maintain a cable television system within the City. e) "Streetsf1 shall mean and include all lanes, avenues, sidewalks, alleys, bridges and other public thoroughfares in the City over which the City has jurisdiction to grant the rights provided for herein. f) "Antenna Servicen shall initially include eight channels of local broadcast programming, subject to Federal Communications Commission (FCC) authorization, as indicated in Exhibit A attached and incorporated in the Franchise by reference hereto. g) "Family Cable Service" shall initially include Antenna Service plus the eleven (11) channels of satellite programming, as indicated in Exhibit A. h) "Pay Television ServiceI1 or "Premium Servicew shall mean a single channel and/or a group of channels of programming available to a subscriber of Family Cable Service on an optional basis for an additional monthly fee. GENERAL FRANCHISE PROVISIONS SECTION 4. SERVICE STANDARDS. The Company shall maintain and operate its system and render efficient service in accordance with

4 this Agreement and with such rules and regulations as are, or may be, set forth by the State of Maine or by the Federal Government, including but not limited to the Federal Communications Commission. In the event there are inconsistencies between this Agreement and any applicable rules and regulations specifying service standards, the stricter provision shall apply. SECTION 5. CONDITION OF STREET OCCUPANCY. a) Use. All transmission and distribution structures, lines and equipment erected by the Company within the City shall be so located in accordance with this Agreement as to cause minimum interference with the rights or reasonable convenience of property owners who adjoin any of the said streets, alleys or other public ways and places. b) Restoration. Prior to any act causing a disturbance of pavement, sidewalk, driveway or other surfacing in a public way, the Company shall obtain the written permission of the City Manager or the Code Enforcement Officer for such activity, whose said permission shall not be unreasonably withheld. The Company shall, in a manner approved by the City Manager or Code Enforcement Officer, replace and restore all paving, sidewalk, driveway o; surface of any street, public way, or alley disturbed, to substantially as good a condition as before said work was commenced in accordance with the ordinances of the City. c) Relocation. In the event that at any time during the period of this Franchise, the City shall lawfully elect to alter,

5 or change the grade of, any street, alley or other public way, the Company, upon reasonable notice by the City, shall remove, relay, and relocate its poles, wires, cables, underground conduits, manholes and other fixtures at the Company's own expense. d) Placement of fixtures. The Company shall not place poles, or other fixtures where the same will interfere with any gas, electric, or telephone fixture, water hydrant or main, and all other such fixtures placed in any street shall be placed on the outside of the sidewalk, near the property line; and those placed in alleys shall be placed close to the line of the lot abutting on said alley, and then in such a manner as not to interfere with normal travel on said streets, alleys, and public ways. e) Temporary Removal of Wire for Building Movement. The Company shall, on the request of any Person holding a building moving permit issued by the City, temporarily raise or lower its wires to permit the moving of buildings. The expense of such temporary removal, raising, or lowering of wires shall be paid by the Person requesting the same, and the Company shall have the authority to require such payment in advance. The Company shall be given not less than ten (10) business days advance notice to arrange for such temporary wire changes. f) Tree Trimming. The Company shall have the authority to trim trees upon and overhanging streets, alleys, sidewalks, and public places of the City so as to prevent the branches of trees from coming in contact with the wires and cables of the Company. Trees shall not be radically altered or removed without first

6 ;a obtaining written approval of the City Manager. SECTION 6. SCOPE OF SERVICE PROVIDED BY COMPANY. The Company will rebuild the existing cable system utilizing a "fiber optics to feederv technology and provide the minimum of a system capable of carrying seventy-nine (79) channels of television designed to transmit color and stereo television programming, in the areas highlighted in Exhibit B, attached and incorporated in this Franchise by reference hereto. The cable system shall be constructed to provide one (1) origination point which shall have the capability to transmit "liven or taped video programming. The cable system shall initially provide for the reception of the signals listed in Exhibit A. Within 60 days of the date of execution of the Franchise Agreement, the Company agrees to activate one (1) additional channel and, upon completion of the system rebuild, shall add six (6) additional channels to the cable system. The Company shall begin the system rebuild promptly upon execution of this Agreement, and the rebuild shall be completed within fifteen (15) months of the date of execution of this Agreement, absent any delaying factors beyond the control of the Company. SECTION 7. FRANCHISE TERRITORY. The Company shall extend its existing cable plant to service all existing homes on those roads indicated on Exhibit C. Construction of these additional areas so indicated shall begin within thirty (30) days of the completion of

7 make-ready work and the receipt of the authorization to attach, and shall be completed within ninety (90) days of receipt of such authorization, absent any delaying factors beyond the control of the Company. The Company will apply for and complete the necessary pole applications to the utility companies within thirty (30) days of the signing of this Agreement. SECTION 8. PERFORMANCE BOND. Upon execution of this Agreement, the Company agrees to post and provide to the City a surety company performance bond in the amount of four hundred fifty thousand dollars ($450,000) naming the City of Calais as the Obligee, and being conditioned upon the faithful performance of this Agreement and full compliance with any laws, ordinances, or regulations governing this Agreement, including the cost of dismantling the Cable Television System. Said bond shall remain in effect during the period of construction for the system rebuild described in Section 6 of this Agreement and the system extension described in Section 7 of this Agreement. Upon activation of the system rebuild and system extension, the Company shall be entitled to reduce the bond to an amount sufficient to cover the cost of dismantling the System. SECTION 9. LINE EXTENSION POLICY. The Company shall make available cable television service to all homes within the present City limits and all future annexed territories which are served by utility poles within the present City limits and that have the

8 greater of the equivalent of twenty (20) year-round Subscribers to Family Cable Service per aerial mile of contiguous cable requesting service including the cable required to reach such homes, or the equivalent of twenty-five (25) homes (occupied on a year-round basis) per contiguous aerial mile including the cable required to reach such homes. The Company shall extend the system to even lesser population densities only if such Subscribers will agree to pay a special construction assessment equal to the revenues of twenty (20) paying Family Cable Service Subscribers per aerial mile of cable for a three (3) year period. Such assessment may be paid for in equal monthly installments over such three year period. At the termination of this initial three (3) year period, subscribers in an area of lesser population density to which service has been extended shall receive service on the same terms as other subscribers. SECTION 10. RENEWAL OF FRANCHISE. An option for renewal for an additional five-year period may be exercised by the Company by giving the City notice in writing of its election to exercise this option, which notice shall be given not less than one (1) year nor more than three (3) years prior to the expiration of the term of this Franchise. The renewal may be granted provided that the City, acting in good faith, determines that the Company: (1) has substantially complied with the material terms of this Agreement and any applicable laws, ordinances, or regulations;

9 (2) has provided service, including signal quality, response to customer complaints, and billing practices, which is reasonable in light of community needs; (3) has adequate financial, legal, and technical ability to provide the services, facilities, and equipment required by this Agreement and by the proposal for future services ; and (4) has submitted a proposal which is reasonable to meet the future cable-related needs and interests of the City, taking into account the cost of meeting such needs and interest. Any such renewal shall be upon terms and conditions mutually acceptable to both parties after public proceedings affording due process, and such renewal shall not be unreasonably withheld or delayed. SECTION 11. COMPANY LIABILITY. The Company shall at all times indemnify, protect, and save harmless the City and all of its agents and employees from and against all claims, demands, liabilities, and damages arising out of the construction, erection, location, installation, operation, maintenance, repair, replacement, or removal of the Cable Television System within the City or any other acts of the Company, its agents or employees, including any acts of negligence of the Company, its agents or employees. The Company shall, at all times and at its own expense,

10 maintain a comprehensive public liability insurance policy with a company authorized to do business in the State of Maine, insuring the Company and naming the City as an additional insured against any liability, loss or damages for personal injuries, death and damage to property arising out of the construction, erection, location, installation, operation, maintenance, repair, replacement or removal of said Cable Television System, with minimal liability of five hundred thousand ($500,000) dollars for personal injury or death to any one person or damage to property arising from any one incident, and one million ($1,000,000) dollars for any injury or damage to property resulting from any one occurrence. The Company agrees to provide such insurance and such evidence of insurance as satisfactory to the City. The Company shall also carry Workers Compensation Insurance as required by the laws of the State of Maine. The policy or policies referred to above shall contain a provision that written notice of any cancellation or reduction in coverage of said policy shall be served upon the City at least thirty (30) days in advance of the effective date thereof. The Company shall file certificates of insurance evidencing the policies referred to above with the City Clerk on or before July 1 of each year and before the commencement of any operations or construction in said City under the terms of this Agreement. SECTION 12. REVOCATION. The City shall have the right to rescind or revoke the rights herein granted upon any substantial

11 violation by the Company of any of the obligations and requirements contained herein after written notice by the City to Company in continuation of such violation, failure, or default, provided that: a) Such written notice to the Company shall specify the manner in which the Company is in violation, failure, or default with respect to the Franchise. b) Such default is not a result of any act of God, labor dispute, non-delivery by program suppliers or other force majeure. c) The notice given by the City shall give the Company a specified, reasonable amount of time within which to correct the violation, failure, or default, but in no event shall the time be less than sixty (60) days from the date of receipt of the notice to the Company, except in the case of an emergency, in which event immediate steps shall be taken to correct the violation. In the event that the Company is litigating any such ruling by the City, the Company shall continue to operate in the ordinary course of business until all appeals are exhausted. SECTION 13. APPROVAL OF TRANSFER. This franchise may not be assigned without the written approval of the City Council. Approval shall not be unreasonably withheld. SECTION 14. RECORDS AND REPORTS. The City shall have access at all reasonable hours to all of the Company's plans, contracts and engineering, customer and service records relating to the property located within the City and the operation of its cable television

12 a business within the City. SECTION 15. CUSTOMER COMPLAINTS. Complaints of customers concerning the quality of service shall be made to the office of the Company located in the City of Rockland, either in person or by telephone. It is understood that the Company shall maintain a toll-free telephone at its office for complaints to be received during normal business hours. Complaints for other than normal business hours may be made to a separate toll-free telephone maintained for that purpose which shall be listed in the telephone directory, or the same telephone number may be used at the option of the Company. Complaints received during normal business hours shall be investigated by no later than the end of the next business day and those received at all other times shall be investigated within forty-eight (48) hours. If the problem is caused by Company equipment, it shall be repaired as soon as reasonably possible; provided, however, the Company does not guarantee in any way the functioning of television receivers owned by Subscribers. SECTION 16. COMPLIANCE WITH APPLICABLE LAWS AND ORDINANCES. The Company shall, at all times during the life of this Franchise, be in compliance with all applicable Federal and State regulations. Also, the Company shall be subject to all lawful exercise of the police power by the City and to such reasonable regulation as the City shall hereafter by resolution or ordinance provide.

13 SECTION 17. PREFERENTIALORDISCRIMINATORYPRACTICES PROHIBITED. The Company shall not, as to rates, charges, service facilities, public access facilities, rules, regulations, or in any other respect, make or grant any preference or advantage to any person, nor subject any person to prejudice or disadvantage, provided that nothing in this Franchise shall be deemed to prohibit the establishment of a graduated scale of charges and classified rate schedule to which any Subscriber coming within such classification would be entitled. SECTION 18. EFFECTIVE DATE OF FRANCHISE. The Franchise and rights herein granted shall take effect and be in force from and after the final passage hereof, as required by law, and upon filing of acceptance by the Company with the City Clerk. SECTION 19. JURISDICTION OF SUPERIOR SOVEREIGN. If during the term of this Franchise the government of the United States or some agency thereof, or the government of the State of Maine or some agency thereof, or the City acting pursuant to its lawful authority, should assume jurisdiction and control over the construction, maintenance, operations, rates, or adjustments in rates of television transmission and distribution facilities and extensions thereof, then to the extent that this Agreement or any part thereof is inconsistent with the authority or jurisdiction of such superior sovereign, it shall be null and void and provisions in this Agreement that are consistent with the exercise of

14 jurisdiction by such superior sovereign shall remain in full force and effect. SECTION 20. SEPARABILITY. If any section, subsection, sentence clause, phrase or portion of this Franchise is for any reason held invalid or unconstitutional by any court of competent jurisdiction, such portion shall be deemed a separate, distinct, and independent provision and such holding shall not affect the validity of the remaining portion hereof. SECTION 21. FREE SERVICE. Notwithstanding any other provision. of this Agreement, the Company shall provide "Family Cable Service" (including any wiring and other equipment required to provide such service) on one outlet per building and at no cost to the City in the municipal buildings listed in Exhibit D. SECTION 22. PUBLIC, EDUCATIONAL, AND GOVERNMENT ACCESS. Upon completion of the system rebuild described in Section 6 of this Agreement, the Company shall dedicate one channel to be used solely for public, educational and government access. The Company shall have the right to substitute other programming on this channel only with the prior written authorization of the City, such authorization not to be unreasonably withheld. Such authorization, when granted, may be rescinded by the City, but only with sixty (60) days written notice to the Company. The Company shall provide training and technical assistance for public, educational, and

15 government access to the City when requested. If the use of the access channel becomes so frequent that residents wishing to use the channel are not allowed time for programming of the channel, the Company agrees to discuss adding another channel for public, educational, and government access use. SECTION 23. PERIODIC REVIEW. The Company agrees to meet with the City Council or its designee(s) at its request at least once every six months for the purpose of assessing the Company's performance under this Agreement and discussing any issues related to this Agreement which are of interest or concern to either party. SECTION 24. RATE REGULATION. The City reserves the right to regulate rates pursuant to and to the extent allowed by applicable federal, state, and local laws, regulations, and ordinances. SECTION 25. ENFORCEMENT OF AGREEMENT. In the event that the City is required to bring a lawsuit or institute other formal proceedings in order to address a default of this Agreement, the Company shall reimburse the City for its reasonable costs and attorney's fees incurred in such action. The Company shall not be liable for such costs and attorney's fees only if the Company is determined not to have been in default. SECTION 26. APPLICABLE LAW. This Agreement shall be governed by

16 the laws of the State of Maine and, where applicable, the United States of America. SECTION 27. ENTIRE AGREEMENT. This Agreement supersedes in all respects any prior agreement(s) between the City and Company, whether said agreements were entered into directly between the City and the Company or assigned to or received as its property in any other manner by the Company. Said prior agreement (s) shall become null and void and their terms unenforceable on the effective date of this Agreement. SECTION 28. DUPLICATE DOCUMENTS. This Franchise Agreement shall be signed in duplicate, each of which shall be considered an original. SECTION 29. LEVEL PLAYING FIELD. The operation of any Cable Television System within the City shall be governed, at a minimum, by substantially the same terms and conditions of this Agreement. It being the intent of the City that for so long as this Agreement shall remain in effect, the terms and conditions set forth herein shall provide the minimum standards for any Cable Television System operating within the City.

17 WITNESS : CITY OF CALAIS: UNITED VIDEO CABLEVISION, INC. President