WHEREAS, after a public hearing held in the Council Chambers of the Municipal Building on

FRANCHISE AGREEMENT FOR CABLE TELEVISION TOWN OF PZlTSFZELD AND STATE CABLE TV This AGREEMENT, dated, 1994, by and between the INHABITANTS of the TOWN OF, Somerset County, Maine, through its Town Council, hereinafter called the "Town" and STATE CABLE TV, successor to Better Cable TV, of Augusta, Maine. WHEREAS, after a public hearing held in the Council Chambers of the Municipal Building on, 1994, in said Pittsfield, relative to the renewal of a franchise to State Cable TV for the continued operation and maintenance of a cable television system in the Town of Pittsfield; and WHEREAS, it is the intention of the Town to enter into an Agreement with State Cable TV for the continued operation and maintenance of the Cable Television System; NOW THEREFORE, in consideration of the mutual covenants and provisions herein contained, the parties hereto understand and agree as follows: 1. AUTHORIZATION. That the TOWN does hereby grant to STATE CABLE TV, its successors and assigns, the nonexclusive, revocable right, privilege, and franchise to construct, operate, and maintain a cable television system, including cable, poles, wires, and fixtures where necessary (hereinafter called the "Cable Television System "), upon, along, over, and under the public streets and alleys of the Town for a period of ten (10) years from the date hereof, renewable for an additional five (5) year period as provided below, but subject to the terms and conditions herein set out, and provided that such cables shall be placed only at such locations as may be approved in writing by the Town Council of the Town; and State Cable TV shall file with the Town Clerk for review by the Council an application in writing for each line, showing in detail the location of same, and shall furnish with the application all such information as may be required by the Town. Construction is hereby approved pursuant to the MAP OF CONSTRUCTION SCHEDULE referenced in Section 3 and attached as an addendum to this Agreement.,This franchise shall be renewed and this Agreement extended for an additional five (5) year period following the termination of the initial ten (10) year period, provided that: (1) said renewal shall be subject to the franchise renewal process required by State and Federal law, and (2) State Cable TV is not in material breach of any of the terms and conditions of this Agreement. State Cable TV shall, if it desires to renew the franchise for one (1) additional five (5) year period and if neither party has elected to pursue formal renewal proceedings, within sixty (60) days prior to the termination of the previous ten (10) year period send to the Town a notice of its intention to renew. The Town Council shall, following the receipt of the notice of intention to renew the franchise, order and conduct a public hearing within the sixty (60) day period prior to

Page 2 the termination of the first ten (10) year renewal period, to determine whether there are sufficient grounds to believe that the franchise should not be renewed under applicable law. Failure on the part of the Town Council to make such a determination before the termination of the current ten (10) year period shall be deemed an approval of the five (5) year renewal. The initial, non-refundable application fee for this Agreement shall be $2,500. Additionally, a franchise fee of 3% per year shall be charged on the gross revenues earned by State Cable TV from the provision of cable television service in the Town. To this end, State Cable TV shall file with the Town yearly, no later than the 31st of January, a statement of gross revenues from subscribers within the corporate limits of the Town of Pittsfield, for the preceding twelve-month period. 3. PUBLIC, EDUCATIONAL, AND GOVERNMENTAL (PEG) ACCESS CHANNEL. If, during the term of this franchise and any subsequent renewal, the Town demonstrates that there exists a significant demand for public, educational, and governmental access on the cable system, State Cable TV will dedicate one channel for such access and provide sufficient and adequate equipment, training, and assistance to permit PEG access to public schools or citizens of the Town who demonstrate a desire to produce and broadcast programs, or to the broadcast local public meetings. 4. CONSTRUCTION OF THE CABLE SYSTEM. During the ten (10) year period of this agreement, at least one and one-half (1-112) miles of the cable system will be constructed per year until the system is fully constructed in accordance with the plan described in the MAP OF CONSTRUCTION SCHEDULE, attached. 5. TERRITORIAL LIMITS. The rights and privileges awarded pursuant to this Agreement shall relate to and cover the entire present territorial limits of the Town and any area annexed thereto during the term of this Agreement. In the event the Town annexes additional territory during the term of this Agreement, State Cable TV shall provide cable television service within such areas, in accordance with all the provisions of this Agreement, with due diligence after notification from the Town to do so. \ i 6. REVOCATION. The Town reserves the right to revoke this franchise and terminate this Agreement and rescind all rights and privileges associated with it in the following circumstances:

, Page 3 A. If State Cable TV should default in the performance of any of its obligations under this Agreement. B. If a petition is Ned by or against State Cable TV under the Bankruptcy Act, or any other insolvency or creditor's rights law, state or federal, and State Cable TV shall fail to have it dismissed. C. If a receiver, trustee, or liquidator of State Cable TV is applied for or appointed for all or part of its assets. D. If State Cable TV fails to receive the necessary FCC certification unless such cause is directly attributable to an action or condition imposed by the Town. E. If State Cable TV breaches a material term of this Agreement. Upon the occurrences of any or all of these events, the Town Council may, after hearing, upon thirty (30) days written notice to State Cable TV citing the reasons alleged to constitute cause for revocation, set a reasonable time in which State Cable TV must remedy the cause. If, during the thirty (30) day period, the cause shall be cured to the satisfaction of the Town, the Town may declare the notice to be null and void. If State Cable TV fails to remedy the cause within the time specified, the Town Council may revoke and terminate this Agreement. In any event, before this Agreement may be terminated, State Cable TV must be provided with an opportunity to be heard before the Town Council. 7. PLACEMENT OF POLES. Any new poles installed by State Cable TV will be placed at locations approved in advance by the Town Council. If the cable is to be placed under a street, a street opening permit must be obtained in advance. If a Town street is involved, the permit must be obtained from the Town's Public Works Department. If a State road is involved, the permit must be obtained directly from the State of Maine. 8. REMOVAL OF OBSTRUCTIONS. If foliage, trees, or other obstructions along any streets, sidewalks, or other public rights of way are not kept trimmed by Central Maine Power Company or New England Telephone Company, State Cable TV may, with permission from the Town Public Works Department or Town Manager, remove foliage, trees, or debris,that may hinder the construction or maintenance of the Cable Television System.

Page 4 9. RESTORATION OF DAMAGE, Any type of damage or disturbance to streets, sidewalks, or rights of way, in construction or maintenance of said cable lines shall promptly be repaired by State Cable TV at its expense, and to the satisfaction of the Town. 10. CONSTRUCTION STANDARDS. All poles erected or cable placed underground in the Town by State Cable TV shall meet with the minimum standards of the Town, as provided by Ordinance or Code. 11. COMPLIANCE WITH LAWS AND REGULATIONS. A. State Cable TV shall be subject to all Ordinances now in force or that may be hereafter enacted relative to the use of streets, roads, and ways of the Town. B. Such installation shall be subject to all existing federal, state, and local laws, statutes, regulations, and by-laws; and to those which may be promulgated in the future including, but not limited to, regulations of the Federal Communications Commission (FCC). Any modifications of the FCC's CATV franchise standards resulting from amendment by the FCC or by Congress, and any enactment by the State of Maine concerning cable television franchise agreements, insofar as State Cable TV or the Town cannot comply with them without modification of'the Agreement, shall be incorporated into this Agreement within one (1) year of adoption of the modification unless compliance is earlier required by State or Federal law or regulation. C. State Cable TV agrees to construct and operate its Cable Television System in accordance with all applicable local, state, and federal laws, statutes, regulations, rules, codes, ordinances, by-laws, and orders existing as of the date of this Agreement and as enacted, promulgated, or amended during the term of this Agreement and any renewal of this Agreement. 12. SUBSCRIBER RIGHTS. A. Any change in basic rates must be submitted to the Town Council and/or any other regulatory board which may be appointed by the Council. On any extended - cable service, State Cable TV- shall provide subscribers yith thirty (30) days advance notice of a change in rates. No change, either kddition or deletion, which is within State Cable TV's control, shall be made in piogramming without thirty (30) days advance notice to subscribers. B. - In the event service to any subscriber is interrupted for 24 or more consecutive hours, State Cable TV will, upon request, grant that subscriber a pro rata credit or rebate.

C. State Cable TV's office in greater Waterville shall maintain regular business hours and have a listed toll-free telephone that is available twenty-four (24) hours per day, seven days per week, in order to process complaints, requests for adjustment, and service calls. Under normal operating conditions, telephones are to be answered within 30 seconds and call transfers made within another 30 seconds; callers shall receive busy signals only 3 % of the time. D. Bills shall be fully itemized; and shall be clear, concise, and understandable. A bill payment center shall be maintained in the Town which is open during regular business hours. E. Complaint Procedure. a) State Cable TV shall provide, at the time of installation and at least annually thereafter, written information to all subscribers on products and services, prices and options, installation and service maintenance policies, instructions on how to use the cable service, channel positions, and billing and complaint procedures. Furthermore, this information must be provided to any subscriber or to the Town Council upon request. b) Recording subscriber complaints shall be as follows: i) State Cable TV shall keep a record or log of all complaints received regarding quality of service, equipment malfunctions, billing procedure, employee attitude, and similar matters. These records shall be maintained for a period of two years. A yearly report shall be made to the Town on the nature and frequency of customer complaints. ii) The record shall contain the following information for each complaint: (1) Date, time, and nature of complaint; (2) Name, address, and telephone number of person complaining; (3) Investigation of the complaint; '. (4) Manner and time of resolution of the 'complaint; (5) If the complaint is regarding equipment malfunction or the quality of reception, a report indicating corrective steps taken, with the nature of the problem stated; and

Page 6 (6) Consistent with subscriber privacy provisions contained in the Cable Communications Policy Act of 1984, Public Law 98-549, State Cable TV shall make the logs or records of complainants available to any authorized agent of the Town upon request during normal business hours for onsite review. 13. SYSTEM DESIGN. State Cable TV shall upgrade its facilities, equipment, and service as subscribers' demands dictate so that its Cable Television System is as advanced as the current state of technology with field-proven equipment will allow, and which is being generally offered at that time in the industry in comparable market situations which have been demonstrated to be economically viable. 14. INSURANCE. State Cable TV shall defend, indemnify, and save the Town and its agents, officers, and employees harmless from any and all claims, actions, causes of action, judgments, Liabilities, losses, damages, and expenses (the last including but not limited to payments made under and workers' compensation law, attorneys' fees, witnesses' fees, and costs) arising out of or related to the construction, maintenance, andlor operation of the Cable Television System. For this purpose, at the time of execution of this Agreement, State Cable TV shall present a certificate of insurance to the Town Clerk evidencing a good and sufficient insurance policy or policies with limits of at least one million dollars ($1,000,000) for property damage, one million dollars ($1,000,000) for personal injury (including, but not limited to death) and one million dollars ($1,000,000) per accident, naming the Town and its agents, officers, and employees as additional insureds. Said certificate of insurance shall state that State Cable TV shall provide written notice to the Town at least thirty (30) days prior to cancellation, non-renewal, material modification, or expiration of any policies, evidenced by return receipt of U.S. Certified Mail. Replacement certificates of insurance shall be delivered to the Town Clerk prior to the effective date of cancellation, termination, or material modification of any such insurance 'policy. State Cable TV shall maintain said insurance policies in force throughout the duration of this Agreement and of any renewal hereof. 15. ASSIGNMENT., ;. This franchise cannot be sold, transferred, leased, or assigned without the prior consent of the Town Council, which consent shall not be unreasonably withheld by the Town.

Page 7 16. EARTH RECEIVING STATIONS. Nothing in this Agreement shall prohibit a resident of the Town from installing and operating an earth receiving station in compliance with the Cable Communications Policy Act of 1984, as amended, and the rules and regulations of the Federal Communications Commission. 17. EXTENSION POLICY. State Cable TV's Cable Television System will be extended to serve additional areas where the average dwelling density of the extension is fifteen (15) dwelling-units per mile and eight (8) dwelling units per half mile. Once a particular area is identified as meeting the 15 units per mile density test, State Cable TV shall install cable and have full cable service available to the residents in that area within one year. If a group of residents wish to be served by an extension whose density is less than fifteen (15) residential dwelling units per mile and present a request for service to State Cable TV, State Cable TV shall prepare a cost estimate of the extension and divide the cost by the nominal density of 15 subscribers per mile to establish the nominal unit extension cost. State Cable TV will then divide the same cost estimate by the density per mile of those requesting service to establish the actual unit extension cost. The difference between the actual unit extension cost and nominal unit extension cost shall become the special installation fee which, if those requesting service agree to pay and sign irrevocable service agreements for a two-year period, shall insure service as hereinafter provided. As additional subscribers connect to each such extension of the system, they shall pay a special installation charge equal to one-half of the fee paid by original subscribers, which shall be refunded to the original subscribers, until either the initial charge to the original subscribers is reduced to one-half of the initial amount or until a three-year period has elapsed, whichever occurs first. State Cable TV shall construct such extensions within twelve (12) months provided construction is not delayed by inclement weather or other factors beyond State Cable TV's control. The refund to original subscribers may be made in the form of a credit against their normal service charges at the option of the subscriber. Fire roads are not included in the above roads and shall not be cabled unless the furthest end of the fire road is located within 300 feet of the main road. Subscribers wishing service on fire roads longer than 300 feet will be serviced only under the provisions of this section. 18. PUBLIC OUTLET. \. Upon request of the Town, State Cable TV shall provide, without charge, along its routes, a single outlet to each public educational institution, police and fire station, town hall, and public library passed by cable and located within the Town. Upon request of the Town in writing, State Cable TV shall provide additional outlets in the public

Page 8 buildings designated above, but may charge for the cost of labor, materials, and overhead for installation of these additional outlets. Monthly service for all such public connections shall be without charge to such public agency. Any existing outlets installed in schools or municipal buildings prior to the signing of this contract will remain in place with no monthly service charge to such public agency. 19. TECHNOLOGICAL CHANGES. It is State Cable TV's and the Town's intent that new development in the state of the art be incorporated into the Cable Television System whenever it would be in the subscribers7 best interest to do so, taking into consideration all relevant economic and technological factors. New services and technological changes shall be made available to subscribers in the Town within a reasonable time from the time those services and changes are made available throughout State Cable TV's service area. 20. PARENTAL CONTROL. State Cable TV shall make available to any subscriber so requesting, at cost plus labor, a "parental guidance" or "lockout device" which will permit the subscriber at his or her option to eliminate comprehensible reception of any or all of the pay cable channels. 21. INTERlM REVIEW. State Cable TV shall, during the first year of operation, and each year thereafter, provide the Town with all necessary documents, records, and information needed for the Town to make a determination of the overall compliance with the Franchise Agreement and with the Town's Cable TV Ordinance. Additionally, State Cable TV shall provide the Town such other information and documents as the Town shall request from time to time. The form and content of the information shall be as specified by the Town. 22. NOTICE. Notices required by the Town shall be in writing and shall be either hand delivered or sent by certified mail, return receipt requested, in either case to the Town Council, Municipal Building, 16 Park Street, Pittsfield, ME 04967. Notices required by State Cable TV shall be in writing and shall be either hand delivered or sent by certified mail, return receipt requested, to State Cable TV,. at P.O. Box 1076, Augusta, ME 04332. 23. SEVERABILITY. The fact that any paragraph, sentence, clause, phrase, or word in this Agreement should be found to be invalid by any court or any governmental agency shall not be deemed to invalidate any other provision of this Agreement.

Page 9 24. This Agreement replaces and supersedes the Agreement between Better Cable TV and the Town dated December 20, 1979.,?yn-Jdn. 1 Dated:.>, 1994 / / Town Council, TOWN OFRITTSFIELD STATE CABLE TV President