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FORM 10-K 405
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from ____________ to _____________
Commission file number: 0-13807
CABLE TV FUND 12-B, LTD.
(Exact name of registrant as specified in its charter)
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Colorado 84-0969999
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(State of Organization) (IRS Employer Identification No.)
P.O. Box 3309, Englewood, Colorado 80155-3309 (303) 792-3111
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(Address of principal executive office and Zip Code) (Registrant's telephone no. including area code)
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Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Limited
Partnership Interests
Indicate by check mark whether the registrants, (1) have filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrants were required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days:
Yes /x/ No / /
Aggregate market value of the voting stock held by non-affiliates of the
registrant: N/A
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section 229.405) is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. /x/
DOCUMENTS INCORPORATED BY REFERENCE: None
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PART I.
ITEM 1. BUSINESS
THE PARTNERSHIP. Cable TV Fund 12-B, Ltd. (the "Partnership") is a
Colorado limited partnership that was formed pursuant to the public offering of
limited partnership interests in the Cable TV Fund 12 Limited Partnership
Program (the "Program"), which was sponsored by Jones Intercable, Inc. (the
"General Partner"). Cable TV Fund 12-A, Ltd. ("Fund 12-A"), Cable TV Fund
12-C, Ltd. ("Fund 12-C") and Cable TV Fund 12-D, Ltd. ("Fund 12-D") are the
other partnerships that were formed pursuant to that Program. In 1986, the
Partnership, Fund 12-C and Fund 12-D formed a general partnership known as
Cable TV Fund 12-BCD Venture (the "Venture"), in which the Partnership owns a 9
percent interest, Fund 12-C owns a 15 percent interest and Fund 12-D owns a 76
percent interest. The Partnership and the Venture were formed for the purpose
of acquiring and operating cable television systems.
The Partnership directly owns a cable television system serving
Augusta, Georgia (the "Augusta System"). The Venture owns the cable television
systems serving Palmdale, Lancaster and Rancho Vista and the military
installation of Edwards Airforce Base, all in California (the
"Palmdale/Lancaster System"); Albuquerque, New Mexico (the "Albuquerque
System") and Tampa, Florida (the "Tampa System"). See Item 2. The Augusta
System, Palmdale/Lancaster System, Albuquerque System and Tampa System may
collectively be referred to as the "Systems."
On February 22, 1995, the General Partner entered into a Purchase and
Sale Agreement (the "Agreement") with the Partnership providing for the sale by
the Partnership to the General Partner of the Augusta System. The purchase
price for the Augusta System is $141,718,000, subject to certain closing
adjustments provided by the Agreement. The purchase price represents the
average of three separate independent appraisals of the fair market value of
the Augusta System. Closing of the sale is conditioned upon a number of
conditions, including the approval of the transaction by the holders of a
majority of the Partnership's limited partnership interests. Subject to the
satisfaction of closing conditions, the transaction is expected to close during
1995.
CABLE TELEVISION SERVICES. The Systems offer to their subscribers
various types of programming, which include basic service, tier service,
premium service, pay-per-view programs and packages including several of these
services at combined rates.
Basic cable television service usually consists of signals of all four
national television networks, various independent and educational television
stations (both VHF and UHF) and certain signals received from satellites.
Basic service also usually includes programs originated locally by the system,
which may consist of music, news, weather reports, stock market and financial
information and live or videotaped programs of a public service or
entertainment nature. FM radio signals are also frequently distributed to
subscribers as part of the basic service.
The Systems offer tier services on an optional basis to their
subscribers. A tier generally includes most of the cable networks such as
Entertainment and Sports Programming Network (ESPN), Cable News Network (CNN),
Turner Network Television (TNT), Family Channel, Discovery and others, and the
cable television operators buy tier programming from these networks. The
Systems also offer a package that includes the basic service channels and the
tier services.
The Systems also offer premium services to their subscribers, which
consist of feature films, sporting events and other special features that are
presented without commercial interruption. The cable television operators buy
premium programming from suppliers such as HBO, Showtime, Cinemax or others at
a cost based on the number of subscribers the cable operator serves. Premium
service programming usually is significantly more expensive than the basic
service or tier service programming, and consequently cable operators price
premium service separately when sold to subscribers.
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The Systems also offer to subscribers pay-per-view programming.
Pay-per-view is a service that allows subscribers to receive single programs,
frequently consisting of motion pictures that have recently completed their
theatrical exhibitions and major sporting events, and to pay for such service
on a program-by-program basis.
REVENUES. Monthly service fees for basic, tier and premium services
constitute the major source of revenue for the Systems. In addition,
advertising sales are becoming a significant source of revenues for the
Systems. As a result of the adoption by the FCC of new rules under the Cable
Television Consumer Protection and Competition Act of 1992 (the "1992 Cable
Act"), and several rate regulation orders, the Systems' rate structures for
basic and tier programming services and equipment have been revised. See
Regulation and Legislation. At December 31, 1994, the Systems' monthly basic
service rates ranged from $7.95 to $14.25, monthly basic and tier ("basic
plus") service rates ranged from $15.00 to $23.20 and monthly premium services
ranged from $3.00 to $10.95 per premium service. Charges for additional
outlets have been eliminated, and charges for remote controls and converters
have been "unbundled" from the programming service rates. In addition, the
Partnership earns revenues from the Systems' pay-per-view programs and
advertising fees. Related charges may include a nonrecurring installation fee
that ranges from $1.99 to $50.00; however, from time to time the Systems have
followed the common industry practice of reducing or waiving the installation
fee during promotional periods. Commercial subscribers such as hotels, motels
and hospitals are charged a nonrecurring connection fee that usually covers the
cost of installation. Except under the terms of certain contracts with
commercial subscribers and residential apartment and condominium complexes, the
subscribers are free to discontinue the service at any time without penalty.
For the year ended December 31, 1994, of the total fees received by the
Systems, basic service and tier service fees accounted for approximately 64% of
total revenues, premium service fees accounted for approximately 17% of total
revenues, pay-per-view fees were approximately 2% of total revenues,
advertising fees were approximately 7% of total revenues and the remaining 10%
of total revenues came principally from equipment rentals, installation fees
and program guide sales. The Partnership is dependent upon the timely receipt
of service fees to provide for maintenance and replacement of plant and
equipment, current operating expenses and other costs of the Systems.
The Partnership's business consists of providing cable television
services to a large number of customers, the loss of any one of which would
have no material effect on the Partnership's business. Each of the Systems has
had some subscribers who later terminated the service. Terminations occur
primarily because people move to another home or to another city. In other
cases, people terminate on a seasonal basis or because they no longer can
afford or are dissatisfied with the service. The amount of past due accounts
in the Systems is not significant. The General Partner's policy with regard to
past due accounts is basically one of disconnecting service before a past due
account becomes material.
The Partnership does not depend to any material extent on the
availability of raw materials; it carries no significant amounts of inventory
and it has no material backlog of customer orders. The Partnership has no
employees because all properties are managed by employees of the General
Partner. The General Partner has engaged in research and development
activities relating to the provision of new services but the amount of the
Partnership's funds expended for such research and development has never been
material.
Compliance with Federal, state and local provisions that have been
enacted or adopted regulating the discharge of materials into the environment
or otherwise relating to the protection of the environment has had no material
effect upon the capital expenditures, earnings or competitive position of the
Partnership.
FRANCHISES. The Systems are constructed and operated under
non-exclusive, fixed-term franchises or other types of operating authorities
(referred to collectively herein as "franchises") granted by local governmental
authorities. The Systems' franchises require that franchise fees ranging from
2% of basic revenues to 5% of gross revenues of the cable system be paid to the
governmental authority that granted the franchise, that certain channels be
dedicated to municipal use, that municipal facilities, hospitals and schools be
provided cable service free of charge and that any new cable plant be
substantially constructed within specific periods. (See Item 2 for a range of
franchise expiration dates of the Systems.)
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The responsibility for franchising of cable television systems
generally is left to state and local authorities. There are, however, several
provisions in the Communications Act of 1934, as amended, that govern the terms
and conditions under which cable television systems provide service, including
the standards applicable to cable television operators seeking renewal of a
cable television franchise. In addition, the 1992 Cable Act also made several
procedural changes to the process under which a cable operator seeks to enforce
its renewal rights which could make it easier in some cases for a franchising
authority to deny renewal. Generally, the franchising authority can finally
decide not to renew a franchise only if it finds that the cable operator has
not substantially complied with the material terms of the franchise, has not
provided reasonable service in light of the community's needs, does not have
the financial, legal and technical ability to provide the services being
proposed for the future, or has not presented a reasonable proposal for future
service. A final decision of non-renewal by the franchising authority is
appealable in court. The General Partner and its affiliates recently have
experienced lengthy negotiations with some franchising authorities for the
granting of franchise renewals and transfers. Some of the issues involved in
recent renewal negotiations include rate reregulation, customer service
standards, cable plant upgrade or replacement and shorter terms of franchise
agreements. The inability of the Partnership to renew a franchise, or lengthy
negotiations or litigation involving the renewal process, could have an adverse
impact on the business of the Partnership.
COMPETITION. Cable television systems currently experience
competition from several sources, but two technologies, Multichannel Multipoint
Distribution Service ("MMDS") systems, commonly called wireless cable systems,
and Direct Broadcast Satellite ("DBS") systems, which distribute programming to
home satellite dishes, currently pose the greatest potential threat to the
cable television industry.
MMDS systems will likely focus on providing service to residents of
rural areas that are not served by cable television systems, but providers of
programming via MMDS systems will generally have the potential to compete
directly with cable television systems in urban areas as well, and in some
areas of the country, MMDS systems are now in direct competition with cable
television systems. To date, the Partnership has not lost a significant number
of subscribers, nor a significant amount of revenue, to MMDS operators
competing with its cable television systems.
DBS operators deliver premium channel services and specialized
programming to subscribers by high-powered DBS satellites on a wide-scale
basis, and two major companies began operations in 1994. Subscribers are able
to receive DBS services virtually anywhere in the United States with a rooftop
or wall-mounted antenna. In some instances, DBS systems may serve as a
complement to cable television operations by enabling cable television
operators to offer additional channels of programming without the construction
of additional cable plant. DBS companies use video compression technology to
increase the channel capacity of their satellite systems to provide a wide
variety of program services that are competitive with those of cable television
systems.
Cable television systems also compete with broadcast television,
private cable television systems known as Master Antenna Television ("MATV"),
Satellite Master Antenna Television ("SMATV") and Television Receive-Only Earth
Stations ("TVRO"). MATV and SMATV generally serve multi-unit dwellings such as
condominiums, apartment complexes and private residential communities, and
TVROs are satellite receiving antenna dishes that are used by "backyard users."
There is also potential competition from an emerging technology, Local
Multipoint Distribution Service ("LMDS"). When it is authorized for service,
the LMDS, sometimes referred to as cellular television, could have the
capability of delivering approximately 50 channels, or if two systems were
combined 100 channels, of video programming to a subscriber's home, which
capacity could be increased by using video compression technology. The General
Partner believes that there are not any current fully operational LMDS systems.
Although the Partnership's Systems have not yet encountered
competition from a telephone company entering into the business of providing
video services to subscribers, the Systems could potentially face competition
from telephone companies doing so. A Federal cross-ownership restriction has
historically limited
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entry into the cable television business by potentially strong competitors such
as telephone companies. This restriction, which is contained in the 1984 Cable
Act, has generally prohibited telephone companies from owning or operating
cable television systems within their own telephone service areas, but several
recent court decisions have eliminated this restriction. In addition, the FCC
is authorizing telephone companies to provide video dialtone service within
their service areas. Legislation is also pending in Congress that would permit
telephone companies to provide video programming thorough separate
subsidiaries. The General Partner cannot predict at this time to what extent
current restrictions will be modified to permit telephone companies to provide
cable television services within their own service areas in competition with
cable television systems. See Regulation and Legislation, Ownership and Market
Structure for a description of the potential participation of the telephone
industry in the delivery of cable television services. Entry into the market
by telephone companies as direct competitors of the Systems could adversely
impact the profitability of the Systems. If a telephone company were to become
a direct competitor of the Partnership in an area served by a Partnership
System, the Partnership could be at a competitive disadvantage because of the
relative financial strength of a telephone company compared to the Partnership.
Depending on a number of factors, such competition could also result in cable
television systems providing the same types of services now provided by the
telephone industry.
The FCC has established a new wireless telecommunications service
known as Personal Communications Service ("PCS"). It is envisioned that PCS
would provide portable non-vehicular mobile communications services similar to
that available from cellular telephone companies, but at a lower cost. PCS
would be delivered by placing numerous microcells in a particular area to be
covered, accessible to both residential and business customers. Because of the
need to link the many microcells necessary to deliver this service
economically, many parties are investigating integration of PCS with cable
television operations. Several cable television multiple systems operators and
others, including affiliates of the General Partner, hold or have requested
experimental licenses from the FCC to test PCS technology. The FCC has
established spectrum auctioning procedures for PCS licenses and the licenses
are being auctioned in a series of auction events.
Cable television franchises are not exclusive, so that more than one
cable television system may be built in the same area (known as an
"overbuild"), with potential loss of revenues to the operator of the original
cable television system. The Systems currently face no direct competition from
other cable television operators.
COMPETITION FOR SUBSCRIBERS IN THE PARTNERSHIP'S SYSTEMS. Following
is a summary of current competition from DBS, MMDS, SMATV and TVRO operators in
the Systems' franchise areas:
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Augusta System There are no MMDS or SMATV operators in the system's
service area. There are four TVRO operators that provide
service mostly to areas not serviced by the system. DBS
services provide minimal competition at this time.
Albuquerque System There is one MMDS operator who has not as yet launched,
but is believed to be in the position to launch, a 15
channel MMDS service in the system's service area. There
are two SMATV operators that provide minimal competition.
One operator serves about 2,000 residential and mobile
home park units, and the second serves 3 apartment
complexes of approximately 1,000 units. Albuquerque was
a test market for DBS, and approximately 100
customers have been lost to DBS.
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Palmdale/Lancaster System There are no MMDS operators in the system's service area.
There are 6 SMATV operators that service 7,000 units and
8 TVRO operators that provide moderate competition. DBS
marketing has begun in the Palmdale/Lancaster System's
service area, but DBS provides minimal competition at
this time.
Tampa System There is one MMDS operator, a few SMATV operators that
primarily serve multi-unit dwellings and several TVRO
dealers in the Tampa System's service area. These
operators provide minimal competition. DBS marketing has
begun in the Tampa System's service area but provides
minimal competition at this time.
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REGULATION AND LEGISLATION. The cable television industry is
regulated through a combination of the Federal Communications Commission
("FCC"), some state governments, and most local governments. In addition, the
Copyright Act of 1976 imposes copyright liability on all cable television
systems. Cable television operations are subject to local regulation insofar
as systems operate under franchises granted by local authorities.
Cable Television Consumer Protection and Competition Act of 1992. On
October 5, 1992, Congress enacted the Cable Television Consumer Protection and
Competition Act of 1992 (the "1992 Cable Act"), which became effective on
December 4, 1992. This legislation has caused significant changes to the
regulatory environment in which the cable television industry operates. The
1992 Cable Act generally allows for a greater degree of regulation of the cable
television industry. Under the 1992 Cable Act's definition of effective
competition, nearly all cable television systems in the United States,
including those owned and managed by the General Partner, are subject to rate
regulation of basic cable services. In addition, the 1992 Cable Act allows the
FCC to regulate rates for non-basic service tiers other than premium services
in response to complaints filed by franchising authorities and/or cable
subscribers. In April 1993, the FCC adopted regulations governing rates for
basic and non-basic services. The FCC's rules became effective on September 1,
1993.
In compliance with these rules, the General Partner reduced rates
charged for certain regulated services effective September 1, 1993. These
reductions resulted in some decrease in revenues and operating income before
depreciation and amortization; however, the decrease was not as severe as
originally anticipated. The General Partner has undertaken actions to mitigate
a portion of these reductions primarily through (a) new service offerings in
some systems, (b) product re-marketing and re-packaging and (c) marketing
efforts directed at non-subscribers.
On February 22, 1994, however, the FCC adopted several additional rate
orders including an order which revised its earlier-announced regulatory
scheme with respect to rates. The FCC's new regulations generally require rate
reductions, absent a successful cost-of-service showing, of 17% of September
30, 1992 rates, adjusted for inflation, channel modifications, equipment costs,
and increases in programming costs. However, the FCC held rate reductions in
abeyance in certain systems. The new regulations became effective on May 15,
1994, but operators could elect to defer rate reductions to July 14, 1994, so
long as they made no changes in their rates and did not restructure service
offerings between May 15 and July 14.
On February 22, 1994, the FCC also adopted interim cost-of-service
regulations. Rate reductions will not be required where it is successfully
demonstrated that rates for basic and other regulated programming services are
justified and reasonable using cost-of-service standards. The FCC established
an interim industry-wide 11.25% permitted rate of return, and requested
comments on whether this standard and other interim cost-of-service standards
should be made permanent. The FCC also established a presumption that
acquisition costs above a system's book value should be excluded from the rate
base, but the FCC will consider individual showings to rebut this presumption.
The need for special rate relief will also be considered by the FCC
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if an operator demonstrates that the rates set by a cost-of-service proceeding
would constitute confiscation of investment, and that, absent a higher rate,
the return necessary to operate and to attract investment could not be
maintained. The FCC will establish a uniform system of accounts for operators
that elect cost-of-service rate regulation, and the FCC has adopted affiliate
transaction regulations. After a rate has been set pursuant to a
cost-of-service showing, rate increases for regulated services will be indexed
for inflation, and operators will also be permitted to increase rates in
response to increases in costs beyond their control, such as taxes and
increased programming costs.
After analyzing the effects of the two methods of rate regulation, the
Partnership and the Venture elected to file cost-of-service showings in all of
their systems. The General Partner anticipates no further reduction in
revenues or operating income before depreciation and amortization resulting
from the FCC's rate regulations. At this time, the regulatory authorities have
not approved the cost-of-service showings.
Among other issues addressed by the FCC in its February rate orders
was the treatment of packages of a la carte channels. The FCC in its rate
regulations adopted April 1, 1993, exempted from rate regulation the price of
packages of a la carte channels upon the fulfillment of certain conditions. On
November 10, 1994, the FCC reversed its policy regarding rate regulation of
packages of a la carte services. A la carte services that are offered in a
package will now be subject to rate regulation by the FCC, although the FCC
indicated that it cannot envision circumstances in which any price for a
collective offering of premium channels that have traditionally been offered on
a per-channel basis would be found to be unreasonable.
On November 10, 1994, the FCC also announced a revision to its
regulations governing the manner in which cable operators may charge
subscribers for new cable programming services. In addition to the present
formula for calculating the permissible rate for new services, the FCC
instituted a three-year flat fee mark-up plan for charges relating to new
channels of cable programming services. Commencing on January 1, 1995,
operators may charge for new channels of cable programming services added after
May 14, 1994 at a rate of up to 20 cents per channel, but may not make
adjustments to monthly rates totaling more than $1.20 plus an additional 30
cents for programming license fees per subscriber over the first two years of
the three-year period for these new services. Operators may charge an
additional 20 cents in the third year only for channels added in that year plus
the costs for the programming. Operators electing to use the 20 cent per
channel adjustment may not also take a 7.5% mark-up on programming cost
increases, which is permitted under the FCC's current rate regulations. The
FCC has requested further comment as to whether cable operators should continue
to receive the 7.5% mark-up on increases in license fees on existing
programming services.
The FCC also announced that it will permit operators to offer a "new
product tier" ("NPT"). Operators will be able to price this tier as they elect
so long as, among other conditions, other channels that are subject to rate
regulation are priced in conformity with applicable regulations and operators
do not remove programming services from existing tiers and offer them on the
NPT.
There have been several lawsuits filed by cable operators and
programmers in Federal court challenging various aspects of the 1992 Cable Act,
including provisions relating to mandatory broadcast signal carriage,
retransmission consent, access to cable programming, rate regulations,
commercial leased channels and public access channels. On April 8, 1993, a
three-judge Federal district court panel issued a decision upholding the
constitutionality of the mandatory signal carriage requirements of the 1992
Cable Act. That decision was appealed directly to the United States Supreme
Court. The United States Supreme Court vacated the lower court decision on
June 27, 1994 and remanded the case to the district court for further
development of a factual record. The Supreme Court's majority determined that
the must-carry rules were content neutral, but that it was not yet proven that
the rules were needed to preserve the economic health of the broadcasting
industry. In the interim, the must-carry rules will remain in place during the
pendency of the proceedings in district court. In 1993, a Federal district
court for the District of Columbia upheld provisions of the 1992 Cable Act
concerning rate regulation, retransmission consent, restrictions on vertically
integrated cable television operators and programmers, mandatory carriage of
programming on commercial leased channels and public, educational and
governmental access channels and the exemption for municipalities from civil
damage liability arising out of local regulation of cable services. The 1992
Cable Act's provisions providing for multiple ownership limits for cable
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operators and advance notice of free previews for certain programming services
have been found unconstitutional. In November 1993, the United States Court of
Appeals for the D.C. Circuit held that the FCC's regulations implemented
pursuant to Section 10 of the 1992 Cable Act, which permit cable operators to
ban indecent programming on public, educational or governmental access channels
or leased access channels, were unconstitutional, but the court has agreed to
reconsider its decision. All of these decisions construing provisions of the
1992 Cable Act and the FCC's implementing regulations have been or are expected
to be appealed.
Ownership and Market Structure. The FCC rules and Federal law
generally prohibit the direct or indirect common ownership, operation, control
or interest in a cable television system, on the one hand, and a local
television broadcast station whose television signal reaches any portion of the
community served by the cable television system, on the other hand. The FCC
recently lifted its ban on the cross-ownership of cable television systems by
broadcast networks. The FCC revised its regulations to permit broadcast
networks to acquire cable television systems serving up to 10% of the homes
passed in the nation, and up to 50% of the homes passed in a local market.
Neither the Partnership nor the General Partner has any direct or indirect
ownership, operation, control or interest in a television broadcast station, or
a telephone company, and they are thus presently unaffected by the
cross-ownership rules.
The Cable Communications Policy Act of 1984 (the "1984 Cable Act") and
FCC regulations generally prohibit the common operation of a cable television
system and a telephone company within the same service area. Until recently, a
provision of a Federal court antitrust consent decree also prohibited the
regional Bell operating companies ("RBOCs") from engaging in cable television
operations. This prohibition was recently removed when the court retaining
jurisdiction over the consent decree ruled that the RBOCs could provide
information services over their facilities. This decision permits the RBOCs to
acquire or construct cable television systems outside of their own service
areas.
The 1984 Cable Act prohibited local exchange carriers, including the
RBOCs, from providing video programming directly to subscribers within their
local exchange telephone service areas, except in rural areas or by specific
waiver of FCC rules. Several Federal district courts have struck down the 1984
Cable Act's telco/cross-ownership provision as facially invalid and
inconsistent with the First Amendment. The United States Courts of Appeals for
the Fourth and the Ninth Circuits have upheld the appeals of two of these
district court decisions, and the United States Justice Department is expected
to request the United States Supreme Court to review these two decisions. This
Federal cross-ownership rule is particularly important to the cable industry
since these telephone companies already own certain facilities needed for cable
television operation, such as poles, ducts and associated rights-of-way.
The FCC amended its rules in 1992 to permit local telephone companies
to offer "video dialtone" service for video programmers, including channel
capacity for the carriage of video programming and certain noncommon carrier
activities such as video processing, billing and collection and joint marketing
arrangements. In its video dialtone order, which was part of a comprehensive
proceeding examining whether and under what circumstances telephone companies
should be allowed to provide cable television services, including video
programming to their customers, the FCC concluded that neither the 1984 Cable
Act nor its rules apply to prohibit the interexchange carriers (i.e., long
distance telephone companies such as AT&T) from providing such services to
their customers. Additionally, the FCC also concluded that where a local
exchange carrier ("LEC") makes its facilities available on a common carrier
basis for the provision of video programming to the public, the 1984 Cable Act
does not require the LEC or its programmer customers to obtain a franchise to
provide such service. This aspect of the FCC's video dialtone order was upheld
on appeal by the United States Court of Appeals for the D.C. Circuit. The FCC
recently issued an order reaffirming its initial decision, and this order has
been appealed. Because cable operators are required to bear the costs of
complying with local franchise requirements, including the payment of franchise
fees, the FCC's decision could place cable operators at a competitive
disadvantage vis-a-vis services offered on a common carrier basis over local
telephone company provided facilities. In its Reconsideration Order, the FCC,
among other actions, refused to require telephone companies to justify cost
allocations prior to the construction of video dialtone facilities, and
indicated that it would provide guidance on costs that must be included in
proposed video dialtone tariffs. The FCC also established dual Federal/state
jurisdiction over video dialtone services based on the origination point of the
video dialtone programming service.
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In a separate proceeding, the FCC has proposed to increase the numerical limit
on the population of areas qualifying as "rural" and in which LECs can provide
cable service without a FCC waiver.
On January 12, 1995, the FCC adopted a Fourth Further Notice of
Proposed Rulemaking in its video dialtone docket. The FCC tentatively
concluded that it should not ban telephone companies from providing their own
video programming over their video dialtone platforms in those areas in which
the cable/telephone cross-ownership rules have been found unconstitutional.
The FCC requested comments on this issue and on further refinements of its
video dialtone regulatory framework concerning, among other issues, telephone
programmer affiliation standards, the establishment of structural safeguards to
prevent cross-subsidization of video dialtone and programming activities, and
the continuation of the FCC's ban prohibiting telephone companies from
acquiring cable systems within their telephone service areas for the provision
of video dialtone services. The FCC will also consider whether a LEC offering
video dialtone service must secure a local franchise if that LEC also engages
in the provision of video programming carried on its video dialtone platform.
The FCC has also proposed to broadly interpret its authority to waive the
cable/telephone cross-ownership ban upon a showing by telephone companies that
they comply with the safeguards which the FCC establishes as a condition of
providing video programming.
A number of bills that would have permitted telephone companies to
provide cable television service within their own service areas were considered
during the last Congress, but none were adopted. These bills would have
permitted the provision of cable television service by telephone companies in
their own service areas conditioned on the establishment of safeguards to
prevent cross-subsidization between telephone and cable television operations
and the provision of telecomunication services by cable television systems.
Similar legislation is expected to be considered by Congress during its current
session. The outcome of these FCC, legislative or court proceedings and
proposals or the effect of such outcome on cable system operations cannot be
predicted.
ITEM 2. PROPERTIES
The cable television systems owned by the Partnership and the Venture
at December 31, 1994 are described below:
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<CAPTION>
FUND SYSTEM ACQUISITION DATE
---- ------ ----------------
<S> <C> <C>
Cable TV Fund 12-B, Ltd. Augusta System August 1985
Cable TV Fund 12-B, Ltd., Cable TV Palmdale/Lancaster System April 1986
Fund 12-C, Ltd. and Cable TV Fund Albuquerque System August 1986
12-D, Ltd. own a 9%, 15% and 76% Tampa System December 1986
interest, respectively, through
their interest in Cable TV Fund
12-BCD Venture
</TABLE>
The following sets forth (i) the monthly basic plus service rates
charged to subscribers, (ii) the number of basic subscribers and pay units and
(iii) the range of franchise expiration dates for the Systems. The monthly
basic service rates set forth herein represent, with respect to systems with
multiple headends, the basic service rate charged to the majority of the
subscribers within the system. While the charge for basic plus service may
have increased in some cases in 1993 as a result of the FCC's rate regulations,
overall revenues may have decreased due to the elimination of charges for
additional outlets and certain equipment. In cable television systems, basic
subscribers can subscribe to more than one pay TV service. Thus, the total
number of pay services subscribed to by basic subscribers are called pay units.
As of December 31, 1994, the Partnership's system operated approximately 1,600
miles of cable plant, passing approximately 102,000 homes, representing an
approximate 68% penetration rate, and the Venture's systems operated
approximately 4,400 miles of cable plant, passing approximately 424,000 homes,
representing an approximate 55% penetration rate. Figures for numbers of
9
<PAGE> 10
subscribers, miles of cable plant and homes passed are compiled from the
General Partner's records and may be subject to adjustments.
<TABLE>
<CAPTION>
At December 31,
-----------------------------------------------
AUGUSTA, GEORGIA 1994 1993 1992
----------------- ------ ------ ------
<S> <C> <C> <C>
Monthly basic plus service rate $23.20 $23.20 $19.95
Basic subscribers 66,337 64,173 62,730
Pay units 50,200 50,847 57,965
</TABLE>
Franchise expiration dates range from December 1998 to October 2009.
<TABLE>
<CAPTION>
At December 31,
-----------------------------------------------
PALMDALE/LANCASTER, CALIFORNIA 1994 1993 1992
------------------------------- ------ ------ ------
<S> <C> <C> <C>
Monthly basic plus service rate $21.77 $21.77 $20.00
Basic subscribers 59,702 56,372 53,947
Pay units 46,214 39,928 39,793
</TABLE>
Franchise expiration dates range from February 1999 to October 2005.
<TABLE>
<CAPTION>
At December 31,
-----------------------------------------------
ALBUQUERQUE, NEW MEXICO 1994 1993 1992
------------------------ ------ ------ ------
<S> <C> <C> <C>
Monthly basic plus service rate $21.35 $21.00 $20.00
Basic subscribers 106,835 98,555 92,916
Pay units 58,838 67,462 62,919
</TABLE>
Franchise expiration dates range from January 1999 to August 2001.
The decrease in pay units between 1993 and 1994 was primarily due to the
conversion of The Disney Channel to a basic plus service.
<TABLE>
<CAPTION>
At December 31,
-----------------------------------------------
TAMPA, FLORIDA 1994 1993 1992
--------------- ------ ------ ------
<S> <C> <C> <C>
Monthly basic plus service rate $21.63 $21.63 $19.25
Basic subscribers 61,413 58,145 58,711
Pay units 50,123 47,771 45,419
</TABLE>
The Tampa franchise expires in December 1997. In 1990, the City of Tampa
notified the Venture of its belief that the Venture was not in compliance with
certain provisions of the franchise agreement. In September 1994, the City of
Tampa and the Venture entered into a Second Amendment to Franchise Agreement
providing for modifications to the franchise agreement as full and satisfactory
resolution of the outstanding issues.
PROGRAMMING SERVICES
Programming services provided by the Systems include local affiliates of
the national broadcast networks, local independent broadcast channels, the
traditional satellite services (e.g., American Movie Classics, Arts &
Entertainment, Black Entertainment Network, C-SPAN, The Discovery Channel,
Lifetime, Entertainment Sports Network, Home Shopping Network, Mind Extension
University, Music Television, Nickelodeon, Turner Network Television, The
Nashville Network, Video Hits One, and superstations WOR, WGN and TBS). The
Partnership's Systems also provide a selection, which varies by system, of
premium channel programming (e.g., Cinemax, Encore, Home Box Office, Showtime
and The Movie Channel).
10
<PAGE> 11
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK
AND RELATED SECURITY HOLDER MATTERS
While the Partnership is publicly held, there is no public market for
the limited partnership interests, and it is not expected that a market will
develop in the future. As of February 15, 1995, the approximate number of
equity security holders in the Partnership was 8,076.
11
<PAGE> 12
Item 6. Selected Financial Data
<TABLE>
<CAPTION>
For the Year Ended December 31,
----------------------------------------------------------------------------------
Cable TV Fund 12-B 1994 1993 1992 1991 1990
- - ------------------ -------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
Revenues $26,956,006 $26,975,209 $25,369,064 $22,434,854 $19,938,259
Depreciation and Amortization 9,380,877 8,897,796 8,415,058 8,003,545 7,055,545
Operating Income 249,558 1,816,948 1,937,255 1,205,903 1,860,690
Equity in Net Loss of Cable Television
Joint Venture (1,182,039) (1,063,449) (1,336,385) (1,636,665) (1,970,017)
Net Loss (3,368,245) (1,463,979) (2,300,652) (4,003,891) (4,556,190)
Net Loss per Limited Partnership Unit (30.03) (13.05) (20.51) (35.70) (40.62)
Weighted average number of Limited
Partnership Units outstanding 111,035 111,035 111,035 111,035 111,035
General Partner's Deficit (304,152) (270,470) (255,830) (232,823) (192,784)
Limited Partners' Capital 17,673,872 21,008,435 22,457,774 24,735,419 28,699,271
Total Assets 58,543,185 66,085,025 70,507,101 74,521,239 77,924,307
Debt 39,959,041 43,831,074 46,797,508 48,725,591 45,232,743
General Partner Advances 112,495 163,266 289,033 215,769 2,067,861
</TABLE>
<TABLE>
<CAPTION>
For the Year Ended December 31,
-----------------------------------------------------------------------------------
Cable TV Fund 12-BCD 1994 1993 1992 1991 1990
- - -------------------- -------------- -------------- -------------- -------------- ---------------
<S> <C> <C> <C> <C> <C>
Revenues $ 92,823,076 $ 89,131,530 $ 83,567,527 $78,049,505 $69,945,109
Depreciation & Amortization 24,658,274 25,651,237 26,764,820 30,793,053 29,972,282
Operating Income (Loss) 441,284 900,949 (1,087,963) (4,930,588) (6,260,721)
Net Loss (12,876,242) (11,584,416) (14,884,365) (17,828,600) (21,459,885)
General Partners' Capital (Deficit) (18,605,751) (5,729,509) 5,854,907 20,739,272 38,567,872
Total Assets 170,675,914 169,670,552 175,554,620 185,834,366 196,991,456
Debt 180,402,748 167,698,697 160,440,488 156,131,618 151,051,428
Jones Intercable, Inc. Advances 616,810 188,430 511,646 4,606,840 1,228,418
</TABLE>
12
<PAGE> 13
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
CABLE TV FUND 12-B
Results of Operations
1994 Compared to 1993 -
Revenues in the Augusta System decreased $19,203, or less than 1
percent, from $26,975,209 in 1993 to $26,956,006 in 1994. This decrease was
due to the system's compliance with basic rate regulations issued by the FCC in
regard to the 1992 Cable Act that became effective September 1, 1993. The
decrease in revenues would have been greater but for the addition of 2,164
basic subscribers. Basic subscribers totalled 64,173 and 66,337 at December
31, 1993 and 1994, respectively. No other individual factor was significant to
the decrease in revenues.
Operating, general and administrative expense increased $878,022, or
approximately 7 percent, from $13,054,665 in 1993 to $13,932,687 in 1994.
Operating, general and administrative expense represented 48 percent and 52
percent, respectively, of revenues in 1993 and 1994. Increases in programming
fees, due in part to the increase in the subscriber base, accounted for
approximately 47 percent of the increase in expenses. An increase in
advertising sales related expense accounted for approximately 17 percent of the
increase in expenses. No other individual factor contributed significantly to
the increase in operating, general and administrative expenses. Management
fees and allocated overhead from the General Partner increased $187,084, or
approximately 6 percent, from $3,205,800 in 1993 to $3,392,884 in 1994. The
increase was due to an increase in allocated expenses from the General Partner,
although management fees decreased due to the decrease in revenues, upon which
such fees are based. The General Partner has experienced increases in
expenses, including personnel costs and reregulation costs. Depreciation and
amortization increased $483,081, or approximately 5 percent, from $8,897,796 in
1993 to $9,380,877 in 1994 due to capital additions during 1993 and 1994.
Operating income decreased $1,567,390, or approximately 86 percent,
from $1,816,948 in 1993 to $249,558 in 1994 due to the decrease in revenues and
the increases in operating, general and administrative expenses, allocated
overhead from the General Partner and depreciation and amortization expense.
Operating income before depreciation and amortization decreased $1,084,309, or
approximately 10 percent, from $10,714,744 in 1993 to $9,630,435 in 1994 due to
the decrease in revenues and the increases in operating, general and
administrative expenses and allocated overhead from the General Partner.
Interest expense increased $211,907, or approximately 9 percent, from
$2,343,606 in 1993 to $2,555,513 in 1994 due to higher effective interest rates
on interest bearing obligations despite lower balances on such outstanding
obligations. Loss before equity in net loss of cable television joint venture
increased $1,785,676, from $400,530 in 1993 to $2,186,206 in 1994, primarily
due to the decrease in operating income and to the increase in interest
expense. Such losses are the result of the factors discussed above.
1993 Compared to 1992 -
Revenues in the Partnership's Augusta System increased $1,606,145, or
approximately 6 percent, from $25,369,064 in 1992 to $26,975,209 in 1993.
Basic service rate adjustments accounted for approximately 44 percent of the
increase in revenues. An increase in the subscriber base accounted for
approximately 42 percent of the increase in revenues. The Augusta System added
approximately 1,500 basic subscribers between December 31, 1992 and 1993, an
increase of 2 percent. An increase in advertising sales revenues accounted for
approximately 10 percent of the increase in revenues. No other individual
factor was significant to the increase in revenues. The increase in revenue
would have been greater but for the reduction in basic rates due to the basic
rate regulations issued by the FCC in May 1993 with which the Partnership
complied effective September 1, 1993.
Operating, general and administrative expense increased $1,002,314, or
approximately 8 percent, from $12,052,351 in 1992 to $13,054,665 in 1993.
Operating, general and administrative expense represented 48 percent of
revenues in 1993 and 1992. Increases in programming fees, due in part to the
increase in the subscriber base, accounted for approximately 55 percent of the
increase in expenses. An increase in advertising sales related expense, due in
part to the increase in advertising revenues, accounted for approximately 16
percent of the increase in expenses. No other individual factor contributed
significantly to the increase in operating, general and administrative
expenses. Management fees and allocated overhead from the General Partner
increased $241,400, or approximately 8 percent, from $2,964,400 in 1992 to
$3,205,800 in 1993. The increase was due to the increase in revenues, upon
which such fees and allocations are
13
<PAGE> 14
based, and an increase in allocated expenses from the General Partner.
Depreciation and amortization increased $482,738, or approximately 6 percent,
from $8,415,058 in 1992 to $8,897,796 in 1993 due to capital additions during
1992 and 1993.
Operating income decreased $120,307, or approximately 6 percent, from
$1,937,255 in 1992 to $1,816,948 in 1993 due to the increases in operating,
general and administrative expense, management fees and allocated overhead from
the General Partner together with depreciation and amortization expense
exceeding the increase in revenue. Operating income before depreciation and
amortization increased $362,431, or approximately 4 percent, from $10,352,313
in 1992 to $10,714,744 in 1993 due to the increase in revenues exceeding the
increases in operating, general and administrative expenses, management fees
and allocated overhead from the General Partner.
Interest expense decreased $546,251, or approximately 19 percent, from
$2,889,857 in 1992 to $2,343,606 in 1993 due primarily to lower effective
interest rates on interest bearing obligations and a lower outstanding balance
on the Partnership's credit facility. Loss before equity in net loss of cable
television joint venture decreased $533,737, or approximately 57 percent, from
$934,267 in 1992 to $400,530 in 1993 primarily due to the decrease in interest
expense and increase in operating income. Such losses are the result of the
factors discussed above.
In addition to the Augusta System owned by it, the Partnership also
owns an approximate 9 percent interest in Cable TV Fund 12-BCD Venture (the
"Venture"). See Management's Discussion and Analysis of the Venture for
details pertaining to its operations.
Financial Condition
On February 22, 1995, the General Partner entered into a Purchase and
Sale Agreement (the "Agreement") with the Partnership, providing for the sale
by the Partnership to the General Partner of the Augusta System. The purchase
price for the Augusta System is $141,718,000, subject to certain closing
adjustments provided by the Agreement. Closing of the sale is subject to a
number of conditions, including the approval of the transaction by the holders
of a majority of the Partnership's limited partnership interests. The purchase
price represents the average of three separate independent appraisals of the
fair market value of the Augusta System. Subject to the satisfaction of
closing conditions, the transaction is expected to close during 1995. The
Partnership will retain its interest in the Venture.
During 1994, capital expenditures totaled approximately $4,035,000 in
the Partnership's Augusta System. Approximately 40 percent of these
expenditures related to the construction of service drops to subscribers'
homes. Approximately 23 percent of these expenditures related to the
construction of new cable plant. The remaining expenditures were for various
system enhancements. Funding for these expenditures was provided by cash on
hand and cash generated from operations. During 1995, the Partnership plans to
expend approximately $4,484,000 for capital additions. Approximately
$1,423,000, or approximately 32 percent, will be used for the construction of
service drops to subscribers homes. Approximately $970,000, or approximately
22 percent, will be used to construct new cable plant. The remainder of the
anticipated expenditures is for various enhancements in the Augusta System.
Funding for these expenditures is expected to be provided by cash on hand and
cash generated from operations. Depending upon the timing of the closing of
the sale of the Augusta System to the General Partner discussed above, the
Partnership likely will make only the portion of the budgeted capital
expenditures scheduled to be made during the Partnership's continued ownership
of the Augusta System.
The balance outstanding on the Partnership's credit facility as of
December 31, 1994 was $39,770,000. On December 31, 1991, the then outstanding
principal balance of $48,500,000 was converted to a term loan payable in 12
consecutive quarterly installments beginning March 31, 1992 and ending December
31, 1994. The Partnership paid $3,880,000 in such installments during 1994.
In December 1994, the General Partner refinanced the credit facility to extend
the life of the term loan to December 31, 1999. The term loan will continue to
be payable in consecutive quarterly installments. Interest on this agreement
is at the Partnership's option of the base rate plus 1/2 percent, where base
rate is defined as the greater of the Prime Rate or the Federal Funds Rate plus
1/2 percent, or the CD rate plus 1-5/8 percent or the London Interbank Offered
Rate plus 1-1/2 percent. This loan is expected to be paid in full upon
closing of the sale of the Augusta System to the General Partner as discussed
above.
In addition to the Augusta System, which is 100 percent owned, the
Partnership owns an approximate 9 percent interest in the Venture. The
Partnership's investment in the Venture, accounted for under the equity method,
decreased by $1,182,039 in 1994 to a deficit of $1,804,126. This decrease
represents the Partnership's proportionate share of losses generated by the
Venture. These losses are expected to continue during the coming year.
14
<PAGE> 15
Regulation and Legislation
On October 5, 1992, Congress enacted the Cable Television Consumer
Protection and Competition Act of 1992 (the "1992 Cable Act"), which became
effective on December 4, 1992. The 1992 Cable Act generally allows for a
greater degree of regulation of the cable television industry. In April 1993,
the FCC adopted regulations governing rates for basic and non-basic services.
These regulations became effective on September 1, 1993. Such regulations
caused reductions in rates for certain regulated services. On February 22,
1994, the FCC adopted several additional rate orders including an order which
revised its earlier-announced regulatory scheme with respect to rates.
The Partnership has filed a cost-of-service showing for the Augusta
System and thus anticipates no further reductions in rates. The
cost-of-service showing has not yet received final approval from franchising
authorities, however, and there can be no assurance that the Partnership's
cost-of-service showing will prevent further rate reductions until such final
approval is received. See Item 1 for further discussion of the provisions of
the 1992 Cable Act and the FCC regulations promulgated thereunder.
15
<PAGE> 16
CABLE TV FUND 12-BCD VENTURE
Results of Operations
1994 Compared to 1993
Revenues of Cable TV Fund 12-BCD Venture (the "Venture") increased
$3,691,546, or approximately 4 percent, from $89,131,530 in 1993 to $92,823,076
in 1994. Between December 31, 1993 and 1994, the Venture added 14,878 basic
subscribers, an increase of approximately 7 percent. This increase in basic
subscribers accounted for approximately 37 percent of the increase in revenues.
Increases in advertising sales revenue accounted for approximately 28 percent
of the increase in revenues. Increases in premium service and pay-per-view
revenues accounted for approximately 27 percent of the increase. The increase
in revenues would have been greater but for the reduction in basic rates due to
new basic rate regulations issued by the FCC in May 1993 with which the Venture
complied effective September 1, 1993. No other single factor significantly
affected the increase in revenues.
Operating, general and administrative expenses in the Venture's
systems increased $4,057,270, or approximately 8 percent, from $52,073,984 in
1993 to $56,131,254 in 1994. Operating, general and administrative expense
represented 58 percent and 60 percent of revenue in 1993 and in 1994,
respectively. The increase in operating, general and administrative expense
was due to increases in subscriber related costs, programming fees and
marketing related costs. No other single factor significantly affected the
increase in operating, general and administrative expenses. Management fees
and allocated overhead from Jones Intercable, Inc. increased $1,086,904, or
approximately 10 percent, from $10,505,360 in 1993 to $11,592,264 in 1994 due
to the increase in revenues, upon which such fees and allocations are based,
and an increase in allocated expenses from Jones Intercable, Inc. Depreciation
and amortization expense decreased $992,963, or approximately 4 percent, from
$25,651,237 in 1993 to $24,658,274 in 1994. The decrease is due to the
maturation of the Venture's asset base.
The Venture's operating income decreased $459,665 or approximately 51
percent, from $900,949 in 1993 to $441,284 in 1994. This decrease is the
result of increases in operating, general and administrative expenses and
management fees and allocated overhead from Jones Intercable, Inc. exceeding
the increases in revenue and offset by the decreases in depreciation and
amortization expenses. Operating income before depreciation and amortization
decreased $1,452,628, or approximately 5 percent, from $26,552,186 in 1993 to
$25,099,558 in 1994. This decrease is due to the increase in operating,
general, and administrative expenses and management fees and allocated overhead
from Jones Intercable, Inc. exceeding the increase in revenues.
Interest expense increased $1,318,943, or 11 percent, from $11,989,130
in 1993 to $13,308,073 in 1994 due to higher interest rates and higher
outstanding balances on interest bearing obligations.
Net loss increased $1,291,826, or approximately 11 percent, from
$11,584,416 in 1993 to $12,876,242 in 1994 due to the factors discussed above.
1993 Compared to 1992
Revenues of the Venture increased $5,564,003, or approximately 7
percent, from $83,567,527 in 1992 to $89,131,530 in 1993. Between December 31,
1992 and 1993, the Venture added 7,498 basic subscribers, an increase of
approximately 4 percent. This increase in basic subscribers accounted for
approximately 32 percent of the increase in revenues. Basic service rate
adjustments were responsible for approximately 38 percent of the increase in
revenues. Increases in advertising sales revenue accounted for approximately
12 percent of the increase in revenues. Increases in pay-per-view revenue
accounted for approximately 14 percent of the increase. The increase in
revenues would have been greater but for the reduction in basic rates due to
the basic rate regulations issued by the FCC in May 1993 with which the Venture
complied effective September 1, 1993. No other single factor significantly
affected the increase in revenues.
Operating, general and administrative expenses in the Venture's
systems increased $3,941,804, or approximately 8 percent, from $48,132,180 in
1992 to $52,073,984 in 1993. Operating, general and administrative expense
represented 58 percent of revenue in 1993 and in 1992. The increase in
operating, general and administrative expense was due to
16
<PAGE> 17
increases in subscriber related costs, programming fees and marketing related
costs. No other single factor significantly due to the increase in revenues,
upon which such fees and allocations are based, and an increase in allocated
expenses from Jones Intercable, Inc. Depreciation and amortization expense
decreased $1,113,583, or approximately 4 percent, from $26,764,820 in 1992 to
$25,651,237 in 1993. The decrease was due to the maturation of the Venture's
asset base.
The Venture recorded operating income of $900,949 for 1993 compared to
an operating loss of $1,087,963 for 1992. This change is the result of
increases in revenue and the decreases in depreciation and amortization
expenses exceeding the increases in operating, general and administrative
expenses and management fees and allocated overhead from Jones Intercable, Inc.
Operating income before depreciation and amortization increased $875,329, or
approximately 3 percent, from $25,676,857 in 1992 to $26,552,186 in 1993. This
increase was due to the increase in revenues exceeding the increase in
operating, general, and administrative expenses and administrative fees and
allocated overhead from Jones Intercable, Inc.
Interest expense decreased $33,744, or less than 1 percent, from
$12,022,874 in 1992 to $11,989,130 in 1993 due to lower interest rates on
interest bearing obligations, which were offset, in part, by higher balances on
such obligations. The 1992 expense primarily represented the Sunbelt
litigation settlement. The settlement was accrued by the Venture in 1992 and
paid by the Venture in March 1993.
Net loss decreased $3,299,949, or approximately 22 percent, from
$14,884,365 in 1992 to $11,584,416 in 1993 due to the factors discussed above.
These losses are expected to continue in the future.
Financial Condition
Capital expenditures for the Venture totaled approximately $21,000,000
during 1994. Service drops to homes accounted for approximately 30 percent of
the capital expenditures. New plant construction accounted for approximately
19 percent of the capital expenditures. Approximately 7 percent of capital
expenditures was for converters. The upgrade of the Venture's Albuquerque, New
Mexico system accounted for approximately 5 percent of capital expenditures.
The remaining expenditures related to various system enhancements. These
capital expenditures were funded primarily from cash generated from operations
and borrowings under the Venture's credit facility. Expected capital
expenditures for 1995 are approximately $20,000,000. Service drops to homes
are anticipated to account for approximately 32 percent. Approximately 23
percent of budgeted capital expenditures is for new plant construction. The
remainder of the expenditures are for various system enhancements in all of the
Venture's systems. Funding for these expenditures is expected to be provided
by cash on hand, cash generated from operations and borrowings from the
Venture's credit facility. The Venture has sufficient sources of capital
available in its ability to generate cash from operations and to borrow under
its credit facility to meet its presently anticipated needs.
The Venture's debt arrangements consist of $93,000,000 of Senior Notes
placed with a group of institutional lenders and a revolving credit agreement
with a group of commercial bank lenders.
The Senior Notes have a fixed interest rate of 8.64 percent and a
final maturity date of March 31, 2000. The Senior Notes call for interest only
payments for the first four years, with interest and accelerating amortization
of principal payments for the next four years. Interest is payable
semi-annually. The Senior Notes carry a "make-whole" premium, which is a
prepayment penalty, if the notes are prepaid prior to maturity. The make-whole
premium protects the lenders in the event that prepaid funds are reinvested at
a rate below 8.64 percent, and is calculated per the note agreement.
The revolving credit period on the Venture's $90,000,000 credit
facility expired on March 31, 1994. The then- outstanding balance of
$84,300,000 converted to a term loan payable in quarterly installments which
began June 30, 1994. The Venture repaid $758,700 of this loan in the second
quarter. In September 1994, however, the General Partner completed
negotiations to extend the revolving credit period and revised the commitment
to $87,000,000. The balance outstanding at December 31, 1994 was $86,541,300.
Under the new terms of this credit facility, the loan will convert to a term
loan on March 31, 1996 with quarterly installments beginning June 30, 1996 and
a final payment due March 31, 2000. Interest is at the Venture's option of
LIBOR plus 1.25 percent to 1.75 percent, the CD rate plus 1.375 percent to
1.875 percent or the Base Rate plus 0 percent to .50 percent. The effective
interest rates on amounts outstanding on the Venture's term credit facility as
of December 31, 1994 and 1993 were 7.26 percent and 5.08 percent, respectively.
17
<PAGE> 18
Both lending facilities are equal in standing with the other, and both
are equally secured by the assets of the Venture.
Regulation and Legislation
On October 5, 1992, Congress enacted the Cable Television Consumer
Protection and Competition Act of 1992 (the "1992 Cable Act") which became
effective on December 4, 1992. The 1992 Cable Act generally allows for a
greater degree of regulation in the cable television industry. In April 1993,
the FCC adopted regulations governing rates for basic and non-basic services.
These regulations became effective on September 1, 1993. Such regulations
caused reductions in rates for certain regulated services. On February 22,
1994, the FCC adopted several additional rate orders including an order which
revised its earlier-announced regulatory scheme with respect to rates. The
Venture has filed cost-of-service showings for its systems and thus anticipates
no further reductions in rates. The cost-of-service showings have not yet
received final approval from franchising authorities, however, and there can be
no assurance that the Partnership's cost-of-service showing will prevent
further rate reductions until such final approval is received. See Item 1 for
further discussion of the provisions of the 1992 Cable Act and the FCC
regulations promulgated thereunder.
18
<PAGE> 19
Item 8. Financial Statements
- - -----------------------------
CABLE TV FUND 12-B AND
----------------------
CABLE TV FUND 12-BCD VENTURE
----------------------------
FINANCIAL STATEMENTS
--------------------
AS OF DECEMBER 31, 1994 AND 1993
--------------------------------
INDEX
-----
Page
-----------------------------
12-B 12-BCD
---- ------
Report of Independent Public Accountants 20 31
Balance Sheets 21 32
Statements of Operations 23 34
Statements of Partners' Capital (Deficit) 24 35
Statements of Cash Flows 25 36
Notes to Financial Statements 26 37
19
<PAGE> 20
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
----------------------------------------
To the Partners of Cable TV Fund 12-B:
We have audited the accompanying balance sheets of CABLE TV
FUND 12-B (a Colorado limited partnership) as of December 31, 1994 and 1993,
and the related statements of operations, partners' capital (deficit) and cash
flows for each of the three years in the period ended December 31, 1994. These
financial statements are the responsibility of the General Partner's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of Cable TV
Fund 12-B as of December 31, 1994 and 1993, and the results of its operations
and its cash flows for each of the three years in the period ended December 31,
1994, in conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Denver, Colorado,
March 8, 1995.
20
<PAGE> 21
CABLE TV FUND 12-B
(A Limited Partnership)
BALANCE SHEETS
<TABLE>
<CAPTION>
December 31,
----------------------------------
ASSETS 1994 1993
------ --------------- -------------
<S> <C> <C>
CASH $ 3,782,989 $ 4,856,992
TRADE RECEIVABLES, less allowance for doubtful receivables of
$79,128 and $90,839 at December 31, 1994 and 1993, respectively 860,247 1,011,740
INVESTMENT IN CABLE TELEVISION PROPERTIES:
Property, plant and equipment, at cost 78,503,036 74,468,377
Less- accumulated depreciation (37,429,022) (30,740,891)
------------ ------------
41,074,014 43,727,486
Franchise costs, net of accumulated amortization of $25,063,424
and $22,377,932 at December 31, 1994 and 1993, respectively 14,051,348 16,736,840
Loss in excess of investment in cable television joint venture (1,804,126) (622,087)
------------ ------------
Total investment in cable television properties 53,321,236 59,842,239
DEPOSITS, PREPAID EXPENSES AND DEFERRED CHARGES 578,713 374,054
------------ ------------
Total assets $ 58,543,185 $ 66,085,025
============ ============
</TABLE>
The accompanying notes to financial statements
are an integral part of these balance sheets.
21
<PAGE> 22
CABLE TV FUND 12-B
(A Limited Partnership)
BALANCE SHEETS
<TABLE>
<CAPTION>
December 31,
------------------------------------
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) 1994 1993
- - ------------------------------------------- ------------- -------------
<S> <C> <C>
LIABILITIES:
Debt $ 39,959,041 $ 43,831,074
Accounts payable-
Trade 63,438 136,325
General Partner 112,495 163,266
Accrued liabilities 924,648 1,091,860
Subscriber prepayments 113,843 124,535
------------ ------------
Total liabilities 41,173,465 45,347,060
------------ ------------
COMMITMENTS AND CONTINGENCIES (Note 7)
PARTNERS' CAPITAL (DEFICIT):
General Partner-
Contributed capital 1,000 1,000
Accumulated deficit (305,152) (271,470)
------------ ------------
(304,152) (270,470)
------------ ------------
Limited Partners-
Net contributed capital (111,035 units outstanding at
December 31, 1994 and 1993) 47,645,060 47,645,060
Accumulated deficit (29,971,188) (26,636,625)
------------ ------------
17,673,872 21,008,435
------------ ------------
Total liabilities and partners' capital (deficit) $ 58,543,185 $ 66,085,025
============ ============
</TABLE>
The accompanying notes to financial statements
are an integral part of these balance sheets.
22
<PAGE> 23
CABLE TV FUND 12-B
(A Limited Partnership)
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------------------------------------------
1994 1993 1992
---------------- ---------------- ----------------
<S> <C> <C> <C>
REVENUES $ 26,956,006 $ 26,975,209 $ 25,369,064
COSTS AND EXPENSES:
Operating, general and administrative 13,932,687 13,054,665 12,052,351
Management fees and allocated overhead from
General Partner 3,392,884 3,205,800 2,964,400
Depreciation and amortization 9,380,877 8,897,796 8,415,058
------------- ------------- -------------
OPERATING INCOME 249,558 1,816,948 1,937,255
------------- ------------- -------------
OTHER INCOME (EXPENSE):
Interest expense (2,555,513) (2,343,606) (2,889,857)
Other, net 119,749 126,128 18,335
------------- ------------- -------------
Total other income (expense) (2,435,764) (2,217,478) (2,871,522)
------------- ------------- -------------
LOSS BEFORE EQUITY IN NET LOSS OF
CABLE TELEVISION JOINT VENTURE (2,186,206) (400,530) (934,267)
EQUITY IN NET LOSS OF CABLE
TELEVISION JOINT VENTURE (1,182,039) (1,063,449) (1,366,385)
------------- ------------- -------------
NET LOSS $ (3,368,245) $ (1,463,979) $ (2,300,652)
============= ============= =============
ALLOCATION OF NET LOSS:
General Partner $ (33,682) $ (14,640) $ (23,007)
============= ============= =============
Limited Partners $ (3,334,563) $ (1,449,339) $ (2,277,645)
============= ============= =============
NET LOSS PER LIMITED PARTNERSHIP UNIT $ (30.03) $ (13.05) $ (20.51)
============= ============= =============
WEIGHTED AVERAGE NUMBER OF LIMITED
PARTNERSHIP UNITS OUTSTANDING 111,035 111,035 111,035
============= ============= =============
</TABLE>
The accompanying notes to financial statements
are an integral part of these statements.
23
<PAGE> 24
CABLE TV FUND 12-B
(A Limited Partnership)
STATEMENT OF PARTNERS' CAPITAL (DEFICIT)
<TABLE>
<CAPTION>
Year Ended December 31,
---------------------------------------------------------
1994 1993 1992
---------------- ---------------- --------------
<S> <C> <C> <C>
GENERAL PARTNER:
Balance, beginning of period $ (270,470) $ (255,830) $ (232,823)
Net loss for period (33,682) (14,640) (23,007)
------------ ------------- -----------
Balance, end of period $ (304,152) $ (270,470) $ (255,830)
============ ============ ===========
LIMITED PARTNERS:
Balance, beginning of period $21,008,435 $22,457,774 $24,735,419
Net loss for period (3,334,563) (1,449,339) (2,277,645)
----------- ----------- -----------
Balance, end of period $17,673,872 $21,008,435 $22,457,774
=========== =========== ===========
</TABLE>
The accompanying notes to financial statements
are an integral part of these statements.
24
<PAGE> 25
CABLE TV FUND 12-B
(A Limited Partnership)
STATEMENTS OF CASH FLOW
<TABLE>
<CAPTION>
Year Ended December 31,
----------------------------------------------------------
1994 1993 1992
---------------- ---------------- ---------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(3,368,245) $(1,463,979) $(2,300,652)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation and amortization 9,380,877 8,897,796 8,415,058
Amortization of interest rate protection contract - - 33,963
Equity in net loss of cable television joint venture 1,182,039 1,063,449 1,366,385
Decrease (increase) in trade receivables 151,493 (109,776) (302,528)
Decrease (increase) in deposits, prepaid expenses
and deferred charges (211,913) 119,594 (409,048)
Increase (decrease) in trade accounts payable,
accrued liabilities and subscriber prepayments (250,791) 134,104 141,333
Increase (decrease) in amount due General Partner (50,771) (125,767) 73,264
----------- ----------- -----------
Net cash provided by operating activities 6,832,689 8,515,421 7,017,775
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (4,034,659) (4,096,862) (3,840,518)
----------- ----------- -----------
Net cash used in investing activities (4,034,659) (4,096,862) (3,840,518)
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings 124,133 74,766 162,465
Repayment of debt (3,996,166) (3,041,200) (2,090,548)
----------- ----------- -----------
Net cash used in financing activities (3,872,033) (2,966,434) (1,928,083)
----------- ----------- -----------
Increase (decrease) in cash (1,074,003) 1,452,125 1,249,174
Cash, beginning of period 4,856,992 3,404,867 2,155,693
----------- ----------- -----------
Cash, end of period $ 3,782,989 $ 4,856,992 $ 3,404,867
=========== =========== ===========
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid $ 2,806,739 $ 2,374,601 $ 2,606,651
=========== =========== ===========
</TABLE>
The accompanying notes to financial statements
are an integral part of these statements.
25
<PAGE> 26
CABLE TV FUND 12-B
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
(1) ORGANIZATION AND PARTNERS' INTERESTS
Formation and Business
Cable TV Fund 12-B, Ltd. (the "Partnership"), a Colorado
limited partnership, was formed on June 5, 1985, under a public program
sponsored by Jones Intercable, Inc. The Partnership was formed to acquire,
construct, develop and operate cable television systems. Jones Intercable,
Inc., a publicly held Colorado corporation, is the "General Partner" and
manages the Partnership. The General Partner and its subsidiaries also own and
operate cable television systems. In addition, the General Partner manages
cable television systems for other limited partnerships for which it is general
partner and, also, for affiliated entities.
In addition to the Augusta, Georgia cable television system,
which it directly owns, the Partnership owns an approximate 9 percent interest
in Cable TV Fund 12-BCD Venture (the "Venture"), through a capital contribution
made to the Venture in April 1986 of $12,437,500. The Venture acquired certain
cable television systems in New Mexico, California and Florida during 1986.
The Venture incurred losses of $12,876,242, $11,584,416 and $14,884,365 in
1994, 1993 and 1992, respectively, of which $1,182,039, $1,063,449 and
$1,366,385 was allocated to the Partnership during 1994, 1993 and 1992,
respectively.
Contributed Capital
The capitalization of the Partnership is set forth in the
accompanying statements of partners' capital (deficit). No limited partner is
obligated to make any additional contributions to partnership capital.
The General Partner purchased its interest in the Partnership
by contributing $1,000 to partnership capital.
All profits and losses of the Partnership are allocated 99
percent to the limited partners and 1 percent to the General Partner, except
for income or gain from the sale or disposition of cable television properties,
which will be allocated to the partners based upon a formula set forth in the
partnership agreement, and interest income earned prior to the first
acquisition by the Partnership of a cable television system, which was
allocated 100 percent to the limited partners.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Records
The accompanying financial statements have been prepared on
the accrual basis of accounting in accordance with generally accepted
accounting principles. The Partnership's tax returns are also prepared on the
accrual basis.
Investment in Cable Television Joint Venture
The Partnership's investment in the Venture is accounted for
under the equity method due to the Partnership's influence on the Venture as a
General Partner. The operations of the Venture are significant to the
Partnership and should be reviewed in conjunction with these financial
statements. Reference is made to the accompanying financial statements of the
Venture on pages 31 to 41.
26
<PAGE> 27
Property, Plant and Equipment
Depreciation of property, plant and equipment is provided
primarily using the straight-line method over the following estimated service
lives:
<TABLE>
<S> <C>
Cable distribution systems 5 - 12 years
Equipment and tools 3 - 5 years
Office furniture and equipment 5 years
Buildings 10 - 20 years
Vehicles 3 years
</TABLE>
Replacements, renewals and improvements are capitalized and
maintenance and repairs are charged to expense as incurred.
Intangible Assets
Costs assigned to franchises are being amortized using the
straight-line method over the following remaining estimated useful lives:
<TABLE>
<S> <C>
Franchise costs 4 - 9 years
</TABLE>
Revenue Recognition
Subscriber prepayments are initially deferred and recognized
as revenue when earned.
(3) TRANSACTIONS WITH THE GENERAL PARTNER AND AFFILIATES
Management Fees, Distribution Ratios and Reimbursements
The General Partner manages the Partnership and receives a fee
for its services equal to 5 percent of the gross revenues of the Partnership,
excluding revenues from the sale of cable television systems or franchises.
Management fees for the years ended December 31, 1994, 1993 and 1992 (excluding
the Partnership's nine percent interest in the Venture) were $1,347,800,
$1,348,760 and $1,268,453, respectively.
Any partnership distributions made from cash flow (defined as
cash receipts derived from routine operations, less debt principal and interest
payments and cash expenses) are allocated 99 percent to the limited partners
and 1 percent to the General Partner. Any distributions other than interest
income on limited partnership subscriptions earned prior to the acquisition of
the Partnership's first cable television system or from cash flow, such as from
the sale or refinancing of a system or upon dissolution of the Partnership,
will be made as follows: first, to the limited partners in an amount which,
together with all prior distributions, will equal the amount initially
contributed by the limited partners; the balance, 75 percent to the limited
partners and 25 percent to the General Partner.
The Partnership reimburses the General Partner for certain
allocated overhead and administrative expenses. These expenses represent the
salaries and related benefits paid for corporate personnel, rent, data
processing services and other corporate facilities costs. Such personnel
provide engineering, marketing, administrative, accounting, legal and investor
relations services to the Partnership. Allocations of personnel costs are
based primarily on actual time spent by employees of the General Partner with
respect to each partnership managed. Remaining overhead costs are allocated
based on revenues and/or the cost of assets managed for the partnership.
Effective December 1, 1993, the allocation method was changed to be based only
on revenue, which the General Partner believes provides a more accurate method
of allocation. Systems owned by the General Partner and all other systems
owned by partnerships for which Jones Intercable, Inc. is the General Partner
are also allocated a proportionate share of these expenses. The General
Partner believes that the methodology used in allocating overhead and
administrative expenses is reasonable. Reimbursements by the Partnership to
the General Partner for allocated overhead and administrative expenses
(excluding the Partnership's nine percent interest in the Venture) were
$2,045,084, $1,857,040, and $1,695,947 in 1994, 1993, and 1992, respectively.
27
<PAGE> 28
The Partnership was charged interest on amounts due the
General Partner at a rate which approximated the General Partner's weighted
average cost of borrowing. Total interest charged the Partnership by the
General Partner was $9,903, $-0- and $29,205 in 1994, 1993 and 1992,
respectively.
Payments to/from Affiliates for Programming Services
The Partnership receives programming from Superaudio, The Mind
Extension University and Jones Computer Network, affiliates of the General
Partner. Payments to Superaudio totaled $39,929, $40,882 and $40,430 in 1994,
1993 and 1992, respectively. Payments to The Mind Extension University totaled
$36,178, $23,769 and $23,165 in 1994, 1993 and 1992, respectively. Payments to
Jones Computer Network, which initiated service in 1994, totaled $5,373.
The Partnership receives a commission from Product Information
Network, an affiliate of Intercable, based on a percentage of advertising sales
and number of subscribers. Product Information Network, which initiated
service in 1994, paid commissions to the Partnership totalling $24,531.
(4) PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment as of December 31, 1994 and
1993, consisted of the following:
<TABLE>
<CAPTION>
December 31,
----------------------------------------
1994 1993
---------------- -----------------
<S> <C> <C>
Cable distribution system $ 74,244,802 $ 70,454,984
Equipment and tools 1,124,216 1,042,724
Office furniture and equipment 996,451 967,465
Buildings 644,202 638,475
Vehicles 1,364,365 1,235,729
Land 129,000 129,000
------------ ------------
78,503,036 74,468,377
Less- accumulated depreciation (37,429,022) (30,740,891)
------------ ------------
$ 41,074,014 $ 43,727,486
============ ============
</TABLE>
(5) DEBT
<TABLE>
<CAPTION>
Debt consists of the following: December 31,
---------------------------------------
1994 1993
---------------- ----------------
<S> <C> <C>
Lending institutions-
Term loan $39,770,000 $43,650,000
Capital lease obligations 189,041 181,074
----------- -----------
$39,959,041 $43,831,074
=========== ===========
</TABLE>
The balance outstanding on the Partnership's credit facility
as of December 31, 1994 was $39,770,000. On December 31, 1991, the then
outstanding principal balance of $48,500,000 was converted to a term loan
payable in 12 consecutive quarterly installments beginning March 31, 1992 and
ending December 31, 1994. The Partnership paid $3,880,000 in such installments
during 1994. In December 1994, the General Partner refinanced the credit
facility to extend the life of the term loan to December 31, 1999. The term
loan will continue to be payable in consecutive quarterly installments.
Interest on this agreement is at the Partnership's option of the base rate plus
1/2 percent, where base rate is defined as the greater of the Prime Rate or the
Federal Funds Rate plus 1/2 percent, or the CD rate plus 1-5/8 percent or the
London Interbank Offered Rate plus 1-1/2 percent. This loan is expected to be
paid in full upon closing of the sale of the Augusta System to the General
Partner as discussed in Note 8.
28
<PAGE> 29
The effective interest rates on outstanding obligations as of
December 31, 1994 and 1993 were 7.64 percent and 4.98 percent, respectively.
Installments due on debt principal for each of the five years
in the period ending December 31, 1999, respectively, are: $5,027,962,
$7,016,462, $9,004,962, $8,967,155 and $9,942,500. At December 31, 1994,
substantially all of the Partnership's property, plant and equipment secured
the above indebtedness.
(6) INCOME TAXES
Income taxes have not been recorded in the accompanying
financial statements because they accrue directly to the partners. The Federal
and state income tax returns of the Partnership are prepared and filed by the
General Partner.
The Partnership's tax returns, the qualification of the
partnership as such for tax purposes, and the amount of distributable
partnership income or loss are subject to examination by Federal and state
taxing authorities. If such examinations result in changes with respect to the
Partnership's qualification as such, or in changes with respect to the
Partnership's recorded income or loss, the tax liability of the general and
limited partners would likely be changed accordingly.
Taxable loss reported to the partners is different from that
reported in the statements of operations due to the difference in depreciation
recognized under generally accepted accounting principles and the expense
allowed for tax purposes under the Modified Accelerated Cost Recovery System
(MACRS). There are no other significant differences between taxable loss and
the net loss reported in the statements of operations.
(7) COMMITMENTS AND CONTINGENCIES
On October 5, 1992, Congress enacted the Cable Television
Consumer Protection and Competition Act of 1992 (the "1992 Cable Act") which
became effective on December 4, 1992. The 1992 Cable Act generally allows for
a greater degree of regulation in the cable television industry. In April
1993, the FCC adopted regulations governing rates for basic and non-basic
services. These regulations became effective on September 1, 1993. Such
regulations caused reductions in rates for certain regulated services. On
February 22, 1994, the FCC adopted several additional rate orders including an
order which revised its earlier-announced regulatory scheme with respect to
rates. The Partnership has filed a cost-of-service showing in its Augusta
System and anticipates no further reductions in rates. The cost-of-service
showing has not received final approval from franchising authorities.
The Partnership rents office and other facilities under
various long-term operating lease arrangements. Rent paid under such lease
arrangements totaled $19,907, $19,575 and $19,351, respectively, for the years
ended December 31, 1994, 1993 and 1992. Minimum commitments for each of the
five years in the period ending December 31, 1999, and thereafter are as
follows:
1995 $21,219
1996 16,400
1997 14,400
1998 14,400
1999 7,400
Thereafter 200
-------
$74,019
=======
29
<PAGE> 30
(8) SALE OF CABLE TELEVISION SYSTEM
On February 22, 1995, the General Partner entered into a Purchase and
Sale Agreement (the "Agreement") with the Partnership, providing for the sale
by the Partnership to the General Partner of the Augusta System. The purchase
price for the Augusta System is $141,718,000, subject to certain closing
adjustments provided by the Agreement. Closing of the sale is subject to a
number of conditions, including the approval of the transaction by the holders
of a majority of the Partnership's limited partnership interests. The purchase
price represents the average of three separate independent appraisals of the
fair market value of the Augusta System. Subject to the satisfaction of
closing conditions, the transaction is expected to close during 1995. The
Partnership will retain its interest in the Venture.
(9) SUPPLEMENTARY PROFIT AND LOSS INFORMATION
Supplementary profit and loss information for the respective
years are presented below:
<TABLE>
<CAPTION>
Year Ended December 31,
-------------------------------------------------
1994 1993 1992
-------------- -------------- ------------
<S> <C> <C> <C>
Maintenance and repairs $ 169,466 $ 151,258 $ 171,974
=========== =========== ===========
Taxes, other than income and payroll taxes $ 232,068 $ 232,174 $ 224,415
=========== =========== ===========
Advertising $ 212,018 $ 136,524 $ 165,447
=========== =========== ===========
Depreciation of property, plant and equipment $ 6,695,385 $ 6,212,303 $ 5,729,566
=========== =========== ===========
Amortization of intangible assets $ 2,685,492 $ 2,685,493 $ 2,685,492
=========== =========== ===========
</TABLE>
30
<PAGE> 31
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Partners of Cable TV Fund 12-BCD Venture:
We have audited the accompanying balance sheets of CABLE TV
FUND 12-BCD VENTURE (a Colorado general partnership) as of December 31, 1994
and 1993, and the related statements of operations, partners' capital (deficit)
and cash flows for each of the three years in the period ended December 31,
1994. These financial statements are the responsibility of the General
Partners' management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of Cable TV
Fund 12-BCD Venture as of December 31, 1994 and 1993, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1994, in conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Denver, Colorado,
March 8, 1995.
31
<PAGE> 32
CABLE TV FUND 12-BCD VENTURE
(A General Partnership)
BALANCE SHEETS
<TABLE>
<CAPTION>
December 31,
--------------------------------------------
ASSETS 1994 1993
------ ----------------- ------------------
<S> <C> <C>
CASH AND CASH EQUIVALENTS $ 4,391,602 $ 1,962,657
RECEIVABLES:
Trade receivables, less allowance for doubtful receivables of $339,139
and $265,542 at December 31, 1994 and 1993, respectively 3,807,271 2,954,487
Affiliated entity 159,137 159,137
INVESTMENT IN CABLE TELEVISION PROPERTIES:
Property, plant and equipment, at cost 272,998,315 251,810,225
Less- accumulated depreciation (135,711,082) (117,498,465)
------------- -------------
137,287,233 134,311,760
Franchise costs, net of accumulated amortization of $48,828,848 and
$43,008,846 at December 31, 1994 and 1993, respectively 18,219,795 23,539,797
Subscriber lists, net of accumulated amortization of $32,743,306 and
$32,420,504 at December 31, 1994 and 1993, respectively - 322,802
Cost in excess of interests in net assets purchased, net of accumulated
amortization of $1,280,756 and $1,128,284 at December 31, 1994
and 1993, respectively 4,775,672 4,928,144
------------- -------------
Total investment in cable television properties 160,282,700 163,102,503
DEPOSITS, PREPAID EXPENSES AND DEFERRED
CHARGES 2,035,204 1,491,768
------------- -------------
Total assets $ 170,675,914 $ 169,670,552
============= =============
</TABLE>
The accompanying notes to financial statements
are an integral part of these balance sheets.
32
<PAGE> 33
CABLE TV FUND 12-BCD VENTURE
(A General Partnership)
BALANCE SHEETS
<TABLE>
<CAPTION>
December 31,
--------------------------------------
LIABILITIES AND PARTNERS' DEFICIT 1994 1993
--------------------------------- ------------- -------------
<S> <C> <C>
LIABILITIES:
Debt $ 180,402,748 $ 167,698,697
Accounts payable-
Trade 491,846 830,408
Jones Intercable, Inc. 616,810 188,430
Accrued liabilities 7,125,482 6,003,390
Subscriber prepayments 644,779 679,136
------------- -------------
Total liabilities 189,281,665 175,400,061
------------- -------------
COMMITMENTS AND CONTINGENCIES (Note 7)
PARTNERS' DEFICIT:
Contributed capital 135,490,944 135,490,944
Accumulated deficit (154,096,695) (141,220,453)
------------- -------------
(18,605,751) (5,729,509)
------------- -------------
Total liabilities and partners' deficit $ 170,675,914 $ 169,670,552
============= =============
</TABLE>
The accompanying notes to financial statements
are an integral part of these balance sheets.
33
<PAGE> 34
CABLE TV FUND 12-BCD VENTURE
(A General Partnership)
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Year Ended December 31,
------------------------------------------------------------------
1994 1993 1992
--------------- ---------------- ---------------
<S> <C> <C> <C>
REVENUES $ 92,823,076 $ 89,131,530 $ 83,567,527
COSTS AND EXPENSES:
Operating, general and administrative 56,131,254 52,073,984 48,132,180
Management fees and allocated overhead from
Jones Intercable, Inc. 11,592,264 10,505,360 9,758,490
Depreciation and amortization 24,658,274 25,651,237 26,764,820
------------- ------------- -------------
OPERATING INCOME (LOSS) 441,284 900,949 (1,087,963)
------------- ------------- -------------
OTHER INCOME (EXPENSE):
Interest expense (13,308,073) (11,989,130) (12,022,874)
Gain on sale of assets - - 935,305
Other, net (9,453) (496,235) (2,708,833)
------------- ------------- -------------
Total other income (expense) (13,317,526) (12,485,365) (13,796,402)
------------- ------------- -------------
NET LOSS $ (12,876,242) $ (11,584,416) $ (14,884,365)
============= ============= =============
</TABLE>
The accompanying notes to financial statements
are an integral part of these statements.
34
<PAGE> 35
CABLE TV FUND 12-BCD VENTURE
(A General Partnership)
STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)
<TABLE>
<CAPTION>
Year Ended December 31,
----------------------------------------------------------------
1994 1993 1992
--------------- ---------------- -----------------
<S> <C> <C> <C>
CABLE TV FUND 12-B (9%):
Balance, beginning of year $ (622,087) $ 441,362 $ 1,807,747
Net loss for year (1,182,039) (1,063,449) (1,366,385)
------------- ------------- -------------
Balance, end of year $ (1,804,126) $ (622,087) $ 441,362
============= ============= =============
CABLE TV FUND 12-C (15%):
Balance, beginning of year $ (1,035,256) $ 734,611 $ 3,008,644
Net loss for year (1,967,232) (1,769,867) (2,274,033)
------------- ------------- -------------
Balance, end of year $ (3,002,488) $ (1,035,256) $ 734,611
============= ============= =============
CABLE TV FUND 12-D (76%):
Balance, beginning of year $ (4,072,166) $ 4,678,934 $ 15,922,881
Net loss for year (9,726,971) (8,751,100) (11,243,947)
------------- ------------- -------------
Balance, end of year $ (13,799,137) $ (4,072,166) $ 4,678,934
============= ============= =============
TOTAL:
Balance, beginning of year $ (5,729,509) $ 5,854,907 $ 20,739,272
Net loss for year (12,876,242) (11,584,416) (14,884,365)
------------- ------------- -------------
Balance, end of year $ (18,605,751) $ (5,729,509) $ 5,854,907
============= ============= =============
</TABLE>
The accompanying notes to financial statements
are an integral part of these statements.
35
<PAGE> 36
CABLE TV FUND 12-BCD VENTURE
(A General Partnership)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Year Ended December 31,
---------------------------------------------------------------
1994 1993 1992
--------------- ---------------- ------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (12,876,242) $ (11,584,416) $ (14,884,365)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization 24,658,274 25,651,237 26,764,820
Gain on sale of cable television system - - (935,305)
Amortization of interest rate protection contract - - 263,574
Amortization of loan fees 151,380 121,062 90,797
Increase in trade receivables (852,784) (147,286) (457,715)
Increase in deposits, prepaid
expenses and deferred charges (694,816) (434,700) (2,155,866)
Increase (decrease) in trade accounts payable,
accrued liabilities and subscriber prepayments 749,173 (1,234,645) 4,390,946
Increase (decrease) in amount due
Jones Intercable, Inc. 428,380 (323,216) (4,095,194)
------------- ------------- ---------------
Net cash provided by operating activities 11,563,365 12,048,036 8,981,692
------------- ------------- ---------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment, net (21,338,471) (18,711,639) (15,777,221)
Proceeds from the sale of cable television system - - 2,620,000
Franchise settlement (500,000) - -
------------- ------------- ---------------
Net cash used in investing activities (21,838,471) (18,711,639) (13,157,221)
------------- ------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings 16,268,610 11,954,437 164,830,973
Repayment of debt (3,564,559) (4,696,228) (160,522,104)
------------- ------------- ---------------
Net cash provided by financing activities 12,704,051 7,258,209 4,308,869
------------- ------------- ---------------
Increase in cash and cash equivalents 2,428,945 594,606 133,340
Cash and cash equivalents, beginning of year 1,962,657 1,368,051 1,234,711
------------- ------------- ---------------
Cash and cash equivalents, end of year $ 4,391,602 $ 1,962,657 $ 1,368,051
============= ============= ===============
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid $ 12,450,869 $ 12,141,838 $ 9,805,956
============= ============= ===============
</TABLE>
The accompanying notes to financial statements
are an integral part of these statements.
36
<PAGE> 37
CABLE TV FUND 12-BCD VENTURE
(A General Partnership)
NOTES TO FINANCIAL STATEMENTS
(1) ORGANIZATION AND PARTNERS' INTERESTS
Formation and Business
On March 17, 1986, Cable TV Funds 12-B, 12-C and 12-D (the
"Venture Partners") formed Cable TV Fund 12-BCD Venture (the "Venture"). The
Venture was formed for the purpose of acquiring certain cable television
systems serving Tampa, Florida; Albuquerque, New Mexico; and Palmdale,
California. Jones Intercable, Inc. ("Intercable"), the "General Partner" of
each of the Venture Partners, manages the Venture. Intercable and its
subsidiaries also own and operate cable television systems. In addition,
Intercable manages cable television systems for other limited partnerships for
which it is general partner and, also, for affiliated entities.
Contributed Capital
The capitalization of the Venture is set forth in the
accompanying statements of partners' capital (deficit).
All Venture distributions, including those made from cash
flow, from the sale or refinancing of Partnership property and on dissolution
of the Venture, shall be made to the Venture Partners in proportion to their
approximate respective interests in the Partnership as follows:
<TABLE>
<S> <C>
Cable TV Fund 12-B 9%
Cable TV Fund 12-C 15%
Cable TV Fund 12-D 76%
-----
100%
=====
</TABLE>
Venture Acquisitions and Sales
The Venture owns and operates the cable television systems
serving certain areas in and around Albuquerque, New Mexico; Palmdale,
California; and Tampa, Florida.
On September 20, 1991, the Venture entered into a purchase and
sale agreement with an unaffiliated party to sell the cable television system
serving the area in and around California City, California for $2,620,000.
Closing on this transaction occurred on April 1, 1992. The proceeds were used
to repay a portion of the amounts outstanding under the Venture's credit
facility.
The Venture's acquisitions were accounted for as purchases
with the individual purchase prices allocated to tangible and intangible assets
based upon an independent appraisal. The method of allocation of purchase
price was as follows: first, to the fair value of the net tangible assets
acquired; second, to the value of subscriber lists; third, to franchise costs;
and fourth, to cost in excess of interests in net assets purchased. Brokerage
fees paid to an affiliate of Intercable and other system acquisition costs were
capitalized and included in the cost of intangible assets.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Records
The accompanying financial statements have been prepared on
the accrual basis of accounting in accordance with generally accepted
accounting principles. The Venture's tax returns are also prepared on the
accrual basis.
37
<PAGE> 38
Property, Plant and Equipment
Depreciation is provided using the straight-line method over
the following estimated service lives:
<TABLE>
<S> <C>
Cable distribution systems 5 - 15 years
Equipment and tools 3 - 5 years
Office furniture and equipment 5 years
Buildings 20 years
Vehicles 3 years
</TABLE>
Replacements, renewals and improvements are capitalized and
maintenance and repairs are charged to expense as incurred.
Intangible Assets
Costs assigned to franchises and cost in excess of interests
in net assets purchased are amortized using the straight-line method over the
following remaining estimated useful lives:
<TABLE>
<S> <C>
Franchise costs 2 - 10 years
Cost in excess of interests in net assets purchased 31 years
</TABLE>
Revenue Recognition
Subscriber prepayments are initially deferred and recognized
as revenue when earned.
Cash and Cash Equivalents
For purposes of the Statements of Cash Flows, the Venture
considers all highly liquid investments purchased with an original maturity of
three months or less to be cash equivalents.
Reclassifications
Certain prior year amounts have been reclassified to conform
to the 1994 presentation.
(3) TRANSACTIONS WITH JONES INTERCABLE, INC. AND AFFILIATES
Brokerage Fees
The Jones Group, Ltd., an affiliate of Intercable, performs
brokerage services for the Venture in connection with Venture acquisitions and
sales. For brokering two acquisitions in the Tampa System for the Venture, The
Jones Group, Ltd. was paid fees totaling $13,120, or 4 percent of the
transaction prices, during 1992. Additionally, The Jones Group, Ltd. received
$65,500, or 2.5 percent of the transaction price, during 1992 for brokering a
sale in the Palmdale System. There were no brokerage fees paid during the
years ended December 31, 1994 and 1993.
Management Fees and Reimbursements
Intercable manages the Venture and receives a fee for its
services equal to 5 percent of the gross revenues of the Venture, excluding
revenues from the sale of cable television systems or franchises. Management
fees paid to Intercable for the years ended December 31, 1994, 1993 and 1992
were $4,641,154, $4,456,577 and $4,178,376, respectively.
The Venture reimburses Intercable for certain allocated
overhead and administrative expenses. These expenses represent the salaries
and related benefits paid to corporate personnel, rent, data processing
services and other corporate facilities costs. Such personnel provide
engineering, marketing, administrative, accounting, legal and investor
relations services to the Venture. Allocations of personnel costs are based
primarily on actual time spent by employees of
38
<PAGE> 39
Intercable with respect to each entity managed. Remaining overhead costs are
allocated based on total revenues and/or the cost of assets managed for the
entity. Effective December 1, 1993, the allocation method was changed to be
based only on revenue, which Intercable believes provides a more accurate
method of allocation. Systems owned by Intercable and all other systems owned
by partnerships for which Intercable is the general partner are also allocated
a proportionate share of these expenses. Intercable believes that the
methodology used in allocating overhead and administrative expenses is
reasonable. Overhead and administrative expenses allocated to the Venture by
Intercable during the years ended December 31, 1994, 1993 and 1992 were
$6,951,110, $6,048,783 and $5,580,114, respectively.
The Venture was charged interest during 1994 at an average
interest rate of 10 percent on the amounts due Intercable, which approximated
Intercable's cost of borrowing. Total interest charged the Venture by
Intercable was $33,627, $15,477 and $126,073 during 1994, 1993 and 1992,
respectively.
Payments to Affiliates for Programming Services
The Venture receives programming from Superaudio, The Mind
Extension University and Jones Computer Network, affiliates of Intercable.
Payments to Superaudio totaled $135,346, $134,179 and $132,091 in 1994, 1993
and 1992, respectively. Payments to The Mind Extension University totaled
$124,043, $79,002 and $76,676 in 1994, 1993 and 1992, respectively. Payments
to Jones Computer Network, which initiated service in 1994, totaled $71,961.
(4) PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment as of December 31, 1994 and
1993, consisted of the following:
<TABLE>
<CAPTION>
December 31,
-----------------------------------
1994 1993
--------------- -----------------
<S> <C> <C>
Cable distribution system $ 248,337,681 $ 230,055,817
Equipment and tools 7,721,861 6,943,636
Office furniture and equipment 3,014,125 2,490,235
Buildings 7,695,925 6,405,512
Vehicles 5,277,753 4,963,768
Land 950,970 951,257
------------- -------------
272,998,315 251,810,225
Less-accumulated depreciation (135,711,082) (117,498,465)
------------- -------------
$ 137,287,233 $ 134,311,760
============= =============
</TABLE>
(5) DEBT
<TABLE>
<CAPTION>
Debt consists of the following: December 31,
-----------------------------------
1994 1993
------------------ --------------
<S> <C> <C>
Lending institutions-
Revolving credit and term loan $ 86,541,300 $ 73,800,000
Senior secured notes 93,000,000 93,000,000
Capital lease obligations 861,448 898,697
------------ ------------
$180,402,748 $167,698,697
============ ============
</TABLE>
The Venture's debt arrangements consist of $93,000,000 of
Senior Notes placed with a group of institutional lenders and a revolving
credit agreement with a group of commercial bank lenders.
39
<PAGE> 40
The Senior Notes have a fixed interest rate of 8.64 percent
and a final maturity date of March 31, 2000. The Senior Notes call for
interest only payments for the first four years, with interest and accelerating
amortization of principal payments for the next four years. Interest is payable
semi-annually. The Senior Notes carry a "make-whole" premium, which is a
prepayment penalty, if the notes are prepaid prior to maturity. The make-whole
premium protects the lenders in the event that prepaid funds are reinvested at
a rate below 8.64 percent, and is calculated per the note agreement.
The revolving credit period on the Venture's $90,000,000
credit facility expired on March 31, 1994. The then- outstanding balance of
$84,300,000 converted to a term loan payable in quarterly installments which
began June 30, 1994. The Venture repaid $758,700 of this loan in the second
quarter. In September 1994, however, the General Partner completed
negotiations to extend the revolving credit period and revised the commitment
to $87,000,000. The balance outstanding at December 31, 1994 was $86,541,300.
Under the new terms of this credit facility, the loan will convert to a term
loan on March 31, 1996 with quarterly installments beginning June 30, 1996 and
a final payment due March 31, 2000. Interest is at the Venture's option of
LIBOR plus 1.25 percent to 1.75 percent, the CD rate plus 1.375 percent to
1.875 percent or the Base Rate plus 0 percent to .50 percent. The effective
interest rates on amounts outstanding on the Venture's term credit facility as
of December 31, 1994 and 1993 were 7.26 percent and 5.08 percent, respectively.
Both lending facilities are equal in standing with the other,
and both are equally secured by the assets of the Venture.
During 1992 and 1994, the Venture incurred costs associated
with renegotiating its debt arrangements. These fees were capitalized and are
being amortized over the life of the debt agreements.
Installments due on debt principal for each of the five years
in the period ending December 31, 1999 and thereafter, respectively, are:
$258,434, $14,247,151, $18,716,325, $25,176,742, $31,723,304 and $90,280,792,
respectively.
(6) INCOME TAXES
Income taxes have not been recorded in the accompanying
financial statements because they accrue directly to the partners of Cable TV
Funds 12-B, 12-C and 12-D.
The Venture's tax returns, the qualification of the Venture as
such for tax purposes, and the amount of distributable income or loss, are
subject to examination by Federal and state taxing authorities. If such
examinations result in changes with respect to the Venture's qualification as
such, or in changes with respect to the Venture's recorded loss, the tax
liability of the Venture's general partners would likely be changed
accordingly.
Taxable losses reported to the partners is different from that
reported in the statements of operations due to the difference in depreciation
allowed under generally accepted accounting principles and the expense allowed
for tax purposes under the Modified Accelerated Cost Recovery System (MACRS).
There are no other significant differences between taxable income or losses and
the net losses reported in the statements of operations.
40
<PAGE> 41
(7) COMMITMENTS AND CONTINGENCIES
On October 5, 1992, Congress enacted the Cable Television
Consumer Protection and Competition Act of 1992 (the "1992 Cable Act") which
became effective on December 4, 1992. The 1992 Cable Act generally allows for
a greater degree of regulation in the cable television industry. In April
1993, the FCC adopted regulations governing rates for basic and non-basic
services. These regulations became effective on September 1, 1993. Such
regulations caused reductions in rates for certain regulated services. On
February 22, 1994, however, the FCC adopted several additional rate orders
including an order which revised its earlier-announced regulatory scheme with
respect to rates. The Venture has filed cost-of-service showings in all of its
systems and anticipates no further reductions in rates. The cost-of-service
showings have not received final approval from franchising authorities.
Offices and other facilities are rented under various
long-term lease arrangements. Rent paid under such lease arrangements totaled
$345,531, $454,229 and $450,295, respectively, for the years ended December 31,
1994, 1993 and 1992. Minimum commitments under operating leases for the five
years in the period ending December 31, 1999 and thereafter are as follows:
<TABLE>
<S> <C>
1995 $ 475,957
1996 463,812
1997 461,839
1998 464,903
1999 341,973
Thereafter 1,585,751
----------
$3,794,235
==========
</TABLE>
(8) SUPPLEMENTARY PROFIT AND LOSS INFORMATION
Supplementary profit and loss information for the respective
years is presented below:
<TABLE>
<CAPTION>
Year Ended December 31,
--------------------------------------------------
1994 1993 1992
-------------- -------------- --------------
<S> <C> <C> <C>
Maintenance and repairs $ 1,214,978 $ 1,119,086 $ 1,146,319
=========== ============ ============
Taxes, other than income
and payroll taxes $ 1,380,350 $ 1,470,476 $ 1,369,852
=========== ============ ============
Advertising $ 1,275,772 $ 1,022,289 $ 1,090,075
=========== ============ ============
Depreciation of property,
plant and equipment $18,362,998 $ 18,772,872 $ 18,570,055
=========== ============ ============
Amortization of intangible
assets $ 6,295,276 $ 6,878,365 $ 8,194,765
=========== ============ ============
</TABLE>
41
<PAGE> 42
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Partnership itself has no officers or directors. Certain
information concerning the directors and executive officers of the General
Partner is set forth below.
<TABLE>
<CAPTION>
Name Age Positions with the General Partner
---- --- ----------------------------------
<S> <C> <C>
Glenn R. Jones 65 Chairman of the Board and Chief Executive Officer
Derek H. Burney 55 Vice Chairman of the Board
James B. O'Brien 45 President, Chief Operating Officer and Director
Ruth E. Warren 45 Group Vice President/Operations
Kevin P. Coyle 43 Group Vice President/Finance
Christopher J. Bowick 40 Group Vice President/Technology
Timothy J. Burke 44 Group Vice President/Taxation/Administration
Raymond L. Vigil 48 Group Vice President/Human Resources and Director
Cynthia A. Winning 43 Group Vice President/Marketing
Elizabeth M. Steele 43 Vice President/General Counsel/Secretary
Larry W. Kaschinske 35 Controller
James J. Krejci 53 Director
Christine Jones Marocco 39 Director
Daniel E. Somers 47 Director
Robert S. Zinn 58 Director
David K. Zonker 41 Director
</TABLE>
Mr. Glenn R. Jones has served as Chairman of the Board of Directors and
Chief Executive Officer of the General Partner since its formation in 1970, and
he was President from June 1984 until April 1988. Mr. Jones was elected a
member of the Executive Committee of the Board of Directors in April 1985. Mr.
Jones is the sole shareholder, President and Chairman of the Board of Directors
of Jones International, Ltd. He is also Chairman of the Board of Directors of
the subsidiaries of the General Partner and of certain other affiliates of the
General Partner. Mr. Jones has been involved in the cable television business
in various capacities since 1961, is a past and present member of the Board of
Directors of the National Cable Television Association, and is a former member
of its Executive Committee. Mr. Jones is a past director and member of the
Executive Committee of C-Span. Mr. Jones has been the recipient of several
awards including the Grand Tam Award in 1989, the highest award from the Cable
Television Administration and Marketing Society; the Chairman's Award from the
Investment Partnership Association, which is an association of sponsors of
public syndications; the cable television industry's Public Affairs Association
President's Award in 1990, the Donald G. McGannon award for the advancement of
minorities and women in cable; the STAR Award from American Women in Radio and
Television, Inc. for exhibition of a commitment to the issues and concerns of
women in television and radio; and the Women in Cable Accolade in 1990 in
recognition of support of this organization. Mr. Jones is also a founding
member of the James Madison Council of the Library of Congress and is on the
Board of Governors of the American Society of Training and Development.
Mr. Derek H. Burney was appointed a Director of the General Partner in
December 1994 and Vice Chairman of the Board of Directors in January 1995. He
is also a member of the Executive Committee of the Board of Directors. Mr.
Burney joined BCE Inc., Canada's largest telecommunications company, in January
1993 as Executive Vice President, International. He has been the Chairman of
Bell Canada International Inc., a
42
<PAGE> 43
subsidiary of BCE, since January 1993 and, in addition, has been Chief
Executive Officer of BCI since July 1993. Prior to joining BCE, Mr. Burney
served as Canada's ambassador to the United States from 1989 to 1992. Mr.
Burney also served as chief of staff to the Prime Minister of Canada from March
1987 to January 1989 where he was directly involved with the negotiation of the
U.S. - Canada Free Trade Agreement. In July 1993, he was named an Officer of
the Order of Canada. Mr. Burney is chairman of Bell Cablemedia plc. He is a
director of Mercury Communications Limited, Videotron Holdings plc, Tele-Direct
(Publications) Inc., Teleglobe Inc., Bimcor Inc., Maritime Telegraph and
Telephone Company, Limited, Moore Corporation Limited and Northbridge
Programming Inc.
Mr. James B. O'Brien, the General Partner's President, joined the General
Partner in January 1982. Prior to being elected President and a Director of
the General Partner in December 1989, Mr. O'Brien served as a Division Manager,
Director of Operations Planning/Assistant to the CEO, Fund Vice President and
Group Vice President/Operations. Mr. O'Brien was appointed to the General
Partner's Executive Committee in August 1993. As President, he is responsible
for the day-to-day operations of the cable television systems managed and owned
by the General Partner. Mr. O'Brien is also President and a Director of Jones
Cable Group, Ltd., Jones Global Funds, Inc. and Jones Global Management, Inc.,
all affiliates of the General Partner. Mr. O'Brien is a board member of Cable
Labs, Inc., the research arm of the U.S. cable television industry. He also
serves as a director of the Cable Television Administration and Marketing
Association and as a director of the Walter Kaitz Foundation, a foundation that
places people of any ethnic minority group in positions with cable television
systems, networks and vendor companies.
Ms. Ruth E. Warren joined the General Partner in August 1980 and has
served in various operational capacities, including system manager and Fund
Vice President, since then. Ms. Warren was elected Group Vice
President/Operations of the General Partner in September 1990.
Mr. Kevin P. Coyle joined The Jones Group, Ltd. in July 1981 as Vice
President/Financial Services. In September 1985, he was appointed Senior Vice
President/Financial Services. He was elected Treasurer of the General Partner
in August 1987, Vice President/Treasurer in April 1988 and Group Vice
President/Finance and Chief Financial Officer in October 1990.
Mr. Christopher J. Bowick joined the General Partner in September 1991 as
Group Vice President/Technology and Chief Technical Officer. Previous to
joining the General Partner, Mr. Bowick worked for Scientific Atlanta's
Transmission Systems Business Division in various technical management
capacities since 1981, and as Vice President of Engineering since 1989.
Mr. Timothy J. Burke joined the General Partner in August 1982 as
corporate tax manager, was elected Vice President/Taxation in November 1986 and
Group Vice President/Taxation/Administration in October 1990.
Mr. Raymond L. Vigil joined the General Partner in June 1993 as Group
Vice President/Human Resources. Previous to joining the General Partner, Mr.
Vigil served as Executive Director of Learning with USWest. Prior to USWest,
Mr. Vigil worked in various human resources posts over a 14-year term with the
IBM Corporation.
Ms. Cynthia A. Winning joined the General Partner as Group Vice
President/Marketing in December 1994. Previous to joining the General Partner,
Ms. Winning served since 1994 as the President of PRS Inc., Denver, Colorado, a
sports and event marketing company. From 1979 to 1981 and from 1986 to 1994,
Ms. Winning served as the Vice President and Director of Marketing for Citicorp
Retail Services, Inc., a provider of private-label credit cards for ten
national retail department store chains. From 1981 to 1986, Ms. Winning was
the Director of Marketing Services for Daniels & Associates cable television
operations, as well as the Western Division Marketing Director for Capital
Cities Cable. Ms. Winning also serves as a board Member of Cities in Schools,
a dropout intervention/prevention program.
43
<PAGE> 44
Ms. Elizabeth M. Steele joined the General Partner in August 1987 as Vice
President/General Counsel and Secretary. From August 1980 until joining the
General Partner, Ms. Steele was an associate and then a partner at the Denver
law firm of Davis, Graham & Stubbs, which serves as counsel to the General
Partner.
Mr. Larry Kaschinske joined the General Partner in 1984 as a staff
accountant in the General Partner's former Wisconsin Division; was promoted to
Assistant Controller in 1990 and named Controller in August 1994.
Mr. James J. Krejci was President of the International Division of
International Gaming Technology International headquartered in Reno, Nevada,
until March 1995. Prior to joining IGT in May 1994, Mr. Krejci was Group Vice
President of Jones International, Ltd. and a Group Vice President of the
General Partner. Prior to May 1994, he also served as Group Vice President of
Jones Futurex, Inc., an affiliate of the General Partner engaged in
manufacturing and marketing data encryption devices, Jones Interactive, Inc., a
subsidiary of Jones International, Ltd. providing computer data and billing
processing facilities and Jones Lightwave, Ltd., a company owned by Jones
International, Ltd. and Mr. Jones, which is engaged in the provision of
telecommunications services. Mr. Krejci has been a Director of the General
Partner since August 1987.
Ms. Christine Jones Marocco was appointed a Director of the General
Partner in December 1994. She is the daughter of Glenn R. Jones. Ms. Marocco
is also a director of Jones International, Ltd.
Mr. Daniel E. Somers was appointed a Director of the General Partner in
December 1994 and also serves on the General Partner's Audit Committee. From
January 1992 to January 1995, Mr. Somers worked as Senior Vice President and
Chief Financial Officer of Bell Canada International Inc. and was appointed
Executive Vice President and Chief Financial Officer on February 1, 1995. He
is also a Director of certain of its affiliates. Prior to joining Bell Canada
International Inc. and since January 1989, Mr. Somers was the President and
Chief Executive Officer of Radio Atlantic Holdings Limited. Mr. Somers is a
member of the North American Society of Corporate Planning, the Financial
Executives Institution and the Financial Analysts Federation.
Mr. Robert S. Zinn was appointed a Director of the General Partner in
December 1994. Mr. Zinn joined the General Partner in January 1991 and is a
member of its Legal Department. He is also Vice President/Legal Affairs of
Jones International, Ltd. Prior to joining the General Partner, Mr. Zinn was
in private law practice in Denver, Colorado for over 25 years.
Mr. David K. Zonker was appointed a Director of the General Partner in
December 1994. Mr. Zonker has been the President of Jones International
Securities, Ltd., a subsidiary of Jones International, Ltd. since January 1984
and he has been its Chief Executive Officer since January 1988. From October
1980 until joining Jones International Securities, Ltd. in January 1984, Mr.
Zonker was employed by the General Partner. Mr. Zonker is a member of the
Board of Directors of various affiliates of the General Partner, including
Jones International Securities, Ltd. Mr. Zonker is licensed by the National
Association of Securities Dealers, Inc. and he is a past chairman of the
Investment Program Association, a trade organization based in Washington, D.C.
that promotes direct investments. He is a member of the Board of Trustees of
Graceland College, Lamoni, Iowa; the International Association of Financial
Planners and the American and Colorado Institutes of Certified Public
Accountants.
ITEM 11. EXECUTIVE COMPENSATION
The Partnership has no employees; however, various personnel are required
to operate the cable television systems owned by the Partnership. Such
personnel are employed by the General Partner and, pursuant to the terms of the
limited partnership agreement of the Partnership, the cost of such employment
is charged by the General Partner to the Partnership as a direct reimbursement
item. See Item 13.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGERS
44
<PAGE> 45
No person or entity owns more than 5 percent of the limited partnership
interests of the Partnership.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The General Partner and its affiliates engage in certain transactions
with the Partnership as contemplated by the limited partnership agreement of
the Partnership. The General Partner believes that the terms of such
transactions are generally as favorable as could be obtained by the Partnership
from unaffiliated parties. This determination has been made by the General
Partner in good faith, but none of the terms were or will be negotiated at
arm's-length and there can be no assurance that the terms of such transactions
have been or will be as favorable as those that could have been obtained by the
Partnership from unaffiliated parties.
The General Partner charges the Partnership a management fee, and the
Partnership reimburses the General Partner for certain allocated overhead and
administrative expenses in accordance with the terms of the limited partnership
agreement of the Partnership. These expenses consist primarily of salaries and
benefits paid to corporate personnel, rent, data processing services and other
facilities costs. Such personnel provide engineering, marketing,
administrative, accounting, legal and investor relations services to the
Partnership. Allocations of personnel costs are based primarily on actual time
spent by employees of the General Partner with respect to the Partnership
managed. Remaining overhead costs are allocated based on revenues and/or the
costs of assets managed for the Partnership. Systems owned by the General
Partner and all other systems owned by partnerships for which Jones Intercable,
Inc. is the general partner, are also allocated a proportionate share of these
expenses.
The General Partner also advances funds and charges interest on the
balance payable from the Partnership. The interest rate charged the
Partnership approximates the General Partner's weighted average cost of
borrowing.
From time to time, The Jones Group, Ltd., an affiliate of the General
Partner, performs brokerage services for the Partnership and the Venture in
connection with Partnership and Venture acquisitions and sales from or to
unaffiliated entities.
The Systems receive stereo audio programming from Superaudio, a joint
venture owned 50% by an affiliate of the General Partner and 50% by an
unaffiliated party, educational video programming from Mind Extension
University, Inc., an affiliate of the General Partner, and computer video
programming from Jones Computer Network, Ltd., an affiliate of the General
Partner, for fees based upon the number of subscribers receiving the
programming.
Jones Infomercial Networks, Inc. ("Infomercial"), an affiliate of the
General Partner, provides advertising time for third parties on the Systems.
In consideration, the revenues generated from the third parties are shared
two-thirds and one-third between Infomercial and the Partnership. During the
year ended December 31, 1994, the Partnership received revenues from
Infomercial of $24,531.
The charges to the Partnership for related party transactions are as
follows for the periods indicated:
45
<PAGE> 46
<TABLE>
<CAPTION>
At December 31,
-----------------------------------------------------
Cable TV Fund 12-B 1994 1993 1992
------------------- ----------- ---------- -----------
<S> <C> <C> <C>
Management fees $1,347,800 $1,348,760 $1,168,453
Allocation of expenses 2,045,084 1,857,040 1,695,947
Interest expense -0- -0- 29,205
Amount of notes and advances outstanding 112,495 163,266 289,033
Highest amount of notes and advances outstanding 163,266 289,033 289,033
Programming fees:
Superaudio 39,929 40,882 40,430
Mind Extension University 36,178 23,769 23,165
Jones Computer Network 5,373 -0- -0-
</TABLE>
<TABLE>
<CAPTION>
At December 31,
-----------------------------------------------------
Cable TV Fund 12-BCD 1994 1993 1992
---------------------- ----------- ---------- -----------
<S> <C> <C> <C>
Management fees $4,641,154 $4,456,577 $4,178,376
Brokerage fees -0- -0- 78,620
Allocation of expenses 6,951,110 6,048,783 5,580,114
Interest expense 33,627 15,477 126,073
Amount of notes and advances outstanding 616,810 188,430 511,646
Highest amount of notes and advances outstanding 929,508 511,646 5,660,955
Programming fees:
Superaudio 135,346 134,179 132,091
Mind Extension University 124,043 79,002 76,676
Jones Computer Network 71,961 -0- -0-
</TABLE>
46
<PAGE> 47
PART IV.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
AND REPORTS ON FORM 8-K
<TABLE>
<S> <C>
(a)1. See index to financial statements for list of financial statements and exhibits
thereto filed as a part of this report.
3. The following exhibits are filed herewith.
4.1 Limited Partnership Agreement for Cable TV Fund 12-B. (1)
4.2 Joint Venture Agreement of Cable TV Fund 12-BCD Venture dated as of March 17,
1986, among Cable TV Fund 12-B, Ltd., Cable TV Fund 12-C, Ltd. and Cable TV Fund
12-D, Ltd. (2)
10.1.1 Copy of a franchise and related documents thereto granting a community antenna
television system franchise for Edwards Air Force Base, California (Fund 12-BCD).
10.1.2 Copy of a franchise and related documents thereto granting a community antenna
television system franchise for the City of Lancaster, California (Fund 12-BCD).
(3)
10.1.3 Copy of a franchise and related documents thereto granting a community antenna
television system franchise for Unincorporated portions of Los Angeles County,
California (Fund 12-BCD). (3)
10.1.4 Copy of Los Angeles County Code regarding cable tv system franchises (Fund 12-
BCD). (4)
10.1.5 Copy of Ordinance 90-0118F dated 10/29/90 granting a cable television franchise
to Fund 12-BCD (Fund 12-BCD). (4)
10.1.6 Copy of a franchise and related documents thereto granting a community antenna
television system franchise for the Green Valley/Elizabeth Lake/Leona Valley
unincorporated areas of Los Angeles County, California (Fund 12-BCD). (2)
10.1.7 Ordinance 88-0166F dated 10/4/88 amending the franchise described in 10.1.5 (Fund
12-BCD). (4)
10.1.8 Copy of a franchise and related documents thereto granting a community antenna
television system franchise for the City of Palmdale, California (Fund 12-BCD).
(4)
10.1.9 Copy of a franchise and related documents thereto granting a community antenna
television system franchise for the City of Tampa, Florida (Fund 12-BCD). (1)
10.1.10 Resolution No. 1153 dated 10/2/86 authorizing consent to transfer of the Tampa
franchise and amendment to the franchise agreement (Fund 12-BCD). (4)
10.1.11 Amendment to Tampa franchise agreement dated 10/6/86 (Fund 12-BCD). (4)
10.1.12 Tampa franchise transfer, acceptance and consent to transfer dated 10/6/86 (Fund
12-BCD). (4)
</TABLE>
47
<PAGE> 48
<TABLE>
<S> <C>
10.1.13 Second Amendment to Tampa Franchise Agreement dated September 1, 1994 (Fund 12-
BCD).
10.1.14 Copy of a franchise and related documents thereto granting a community antenna
television system franchise for the City of Augusta, Georgia (Fund 12-B). (1)
10.1.15 Copy of a franchise and related documents thereto granting a community antenna
television system franchise for the City of Blythe, Georgia (Fund 12-B). (2)
10.1.16 Copy of a franchise and related documents thereto granting a community antenna
television system franchise for the County of Burke, Georgia (Fund 12-B). (5)
10.1.17 Copy of a franchise and related documents thereto granting a community antenna
television system franchise for the Unincorporated Area of Columbia County,
Georgia (Fund 12-B). (4)
10.1.18 Copy of a franchise and related documents thereto granting a community antenna
television system franchise for the City of Hephzibah, Georgia (Fund 12-B). (1)
10.1.19 Copy of a franchise and related documents thereto granting a community antenna
television system franchise for the Unincorporated Area of Richmond County,
Georgia (Fund 12-B). (1)
10.1.20 Copy of a franchise and related documents thereto granting a community antenna
television system franchise for the City of Albuquerque, New Mexico (Fund 12-
BCD). (3)
10.1.21 Copy of a franchise and related documents thereto granting a community antenna
television system franchise for the County of Bernalillo, New Mexico (Fund 12-
BCD). (3)
10.1.22 Copy of a franchise and related documents thereto granting a community antenna
television system franchise for the Town of Bernalillo, New Mexico (Fund 12-BCD).
(3)
10.1.23 Resolution No. 12-14-87 dated 12/14/87 authorizing the assignment of the
franchise to Fund 12-BCD. (4)
10.1.24 Copy of a franchise and related documents thereto granting a community antenna
television system franchise for the Village of Bosque Farms, New Mexico (Fund 12-
BCD). (3)
10.1.25 Copy of a franchise and related documents thereto granting a community antenna
television system franchise for the Village of Corrales, New Mexico (Fund 12-
BCD). (3)
10.1.26 Copy of a franchise and related documents thereto granting a community antenna
television system franchise for the Kirtland Air Force Base, New Mexico (Fund 12-
BCD). (4)
10.1.27 Copy of a franchise and related documents thereto granting a community antenna
television system franchise for the Village of Los Ranchos, New Mexico (Fund 12-
BCD). (3)
</TABLE>
48
<PAGE> 49
<TABLE>
<S> <C>
10.1.28 Copy of a franchise and related documents thereto granting a community antenna
television system franchise for the County of Sandoval, New Mexico (Fund 12-BCD).
(3)
10.1.29 Copy of a franchise and related documents thereto granting a community antenna
television system franchise for the County of Valencia, New Mexico (Fund 12-BCD).
(3)
10.1.30 Resolution No. 88-23 dated 2/14/88 authorizing assignment of the franchise to
Fund 12-BCD. (4)
10.2.1 Loan and Security Agreement, dated August 29, 1985, between Cable TV Fund 12-B,
Ltd. and The Philadelphia National Bank, individually and as agent for various
lenders. (1)
10.2.2 Amendment No. 1 dated as of August 14, 1986, to Loan and Security Agreement,
dated August 29, 1985, between Cable TV Fund 12-B, Ltd. and The Philadelphia
National Bank, individually and as agent for various lenders. (4)
10.2.3 Amendment No. 2 dated March 31, 1988 to Loan and Security Agreement, dated August
29, 1985, between Cable TV Fund 12-B, Ltd. and The Philadelphia National Bank,
individually and as agent for various lenders. (4)
10.2.4 Amendment No. 3 dated March 29, 1989 to Loan and Security Agreement, dated August
29, 1985, between Cable TV Fund 12-B, Ltd. and The Philadelphia National Bank,
individually and as agent for various lenders. (4)
10.2.5 Amendment No. 4 dated November 29, 1991 to Loan and Security Agreement dated
November 1991 between Cable TV Fund 12-B, Ltd. and Corestates Bank, N.A.
(formerly The Philadelphia National Bank), individually and as agent for various
lenders. (6)
10.2.6 Amendment No. 5 dated December 23, 1994 to Loan and Security Agreement dated
November 1991 between Cable TV Fund 12-B, Ltd. and Corestates Bank, N.A.,
individually and as agent for various lenders.
10.2.7 Credit Agreement dated as of March 31, 1992 among Fund 12-BCD Venture and
Corestates Bank, N.A., individually and as agent for various lenders. (4)
10.2.8 Amendment No. 1 dated September 30, 1994 to Credit Agreement dated March 31, 1992
among Fund 12-BCD Venture and Corestates Bank, N.A., individually and as agent
for various lenders.
10.3.1 Purchase and Sale Agreement dated as of March 29, 1988 by and between Cable TV
Fund 12-BCD Venture as Buyer and Video Company as Seller. (7)
10.3.2 Purchase and Sale Agreement dated 9/20/91 and amendments thereto between Cable TV
Fund 12-BCD Venture as Seller and Falcon Classic Cable Income Properties, L.P.
(Fund 12-BCD). (8)
27 Financial Data Schedule
</TABLE>
49
<PAGE> 50
----------
(1) Incorporated by reference from Registrant's Report
on Form 10-K for the fiscal year ended December 31,
1985 (Commission File Nos. 0-13193, 0-13807, 0-13964
and 0-14206).
(2) Incorporated by reference from Registrant's Report
on Form 10-K for the fiscal year ended December 31,
1987 (Commission File Nos. 0-13193, 0-13807, 0-13964
and 0-14206).
(3) Incorporated by reference from Registrant's Report
on Form 10-K for the fiscal year ended December 31,
1986 (Commission File Nos. 0-13193, 0-13807, 0-13964
and 0-14206).
(4) Incorporated by reference from Registrant's Report
on Form 10-K for the fiscal year ended December 31,
1992 (Commission File Nos. 0-13193, 0-13807, 0-13964
and 0-14206).
(5) Incorporated by reference from Registrant's Report
on Form 10-K for the fiscal year ended December 31,
1990 (Commission File Nos. 0-13193, 0-13807, 0-13964
and 0-14206).
(6) Incorporated by reference from Registrant's Report
on Form 10-K for the fiscal year ended December 31,
1991 (Commission File Nos. 0-13193, 0-13807, 0-13964
and 0-14206).
(7) Incorporated by reference from Registrant's Report
on Form 10-K for the fiscal year ended December 31,
1988 (Commission File Nos. 0-13193, 0-13807, 0-13964
and 0-14206).
(8) Incorporated by reference from the Forms 8-K of Fund
12-B, Fund 12-C and Fund 12- D dated 4/6/92
(Commission File Nos. 0-13193, 0-13964 and 0-14206,
respectively).
(b) Reports on Form 8-K.
A Current Report on Form 8-K (Commission File No.
0-13807), dated February 23, 1995, describing the
execution of an agreement to sell the Augusta System
was filed with the Securities and Exchange
Commission on February 24, 1995.
50
<PAGE> 51
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d)
of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
CABLE TV FUND 12-B, LTD.,
a Colorado limited partnership
By: Jones Intercable, Inc.
By: /s/ Glenn R. Jones
-----------------------------------
Glenn R. Jones
Chairman of the Board and Chief
Dated: March 7, 1995 Executive Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.
By: /s/ Glenn R. Jones
------------------------------------
Glenn R. Jones
Chairman of the Board and Chief
Executive Officer
Dated: March 7, 1995 (Principal Executive Officer)
By: /s/ Kevin P. Coyle
------------------------------------
Kevin P. Coyle
Group Vice President/Finance
Dated: March 7, 1995 (Principal Financial Officer)
By: /s/ Larry Kaschinske
------------------------------------
Larry Kaschinske
Controller
Dated: March 7, 1995 (Principal Accounting Officer)
By: /s/ James B. O'Brien
------------------------------------
James B. O'Brien
Dated: March 7, 1995 President and Director
By: /s/ Raymond L. Vigil
------------------------------------
Raymond L. Vigil
Dated: March 7, 1995 Group Vice President and Director
By: /s/ Robert S. Zinn
------------------------------------
Robert S. Zinn
Dated: March 7, 1995 Director
51
<PAGE> 52
By: /s/ David K. Zonker
------------------------------------
David K. Zonker
Dated: March 7, 1995 Director
By:
------------------------------------
Derek H. Burney
Dated: Director
By:
------------------------------------
James J. Krejci
Dated: Director
By:
------------------------------------
Christine Jones Marocco
Dated: Director
By:
------------------------------------
Daniel E. Somers
Dated: Director
52
<PAGE> 53
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- - ------- ----------- -------
<S> <C> <C>
(a)1. See index to financial statements for list of financial statements and exhibits
thereto filed as a part of this report.
3. The following exhibits are filed herewith.
4.1 Limited Partnership Agreement for Cable TV Fund 12-B. (1)
4.2 Joint Venture Agreement of Cable TV Fund 12-BCD Venture dated as of March 17,
1986, among Cable TV Fund 12-B, Ltd., Cable TV Fund 12-C, Ltd. and Cable TV Fund
12-D, Ltd. (2)
10.1.1 Copy of a franchise and related documents thereto granting a community antenna
television system franchise for Edwards Air Force Base, California (Fund 12-BCD).
10.1.2 Copy of a franchise and related documents thereto granting a community antenna
television system franchise for the City of Lancaster, California (Fund 12-BCD).
(3)
10.1.3 Copy of a franchise and related documents thereto granting a community antenna
television system franchise for Unincorporated portions of Los Angeles County,
California (Fund 12-BCD). (3)
10.1.4 Copy of Los Angeles County Code regarding cable tv system franchises (Fund 12-
BCD). (4)
10.1.5 Copy of Ordinance 90-0118F dated 10/29/90 granting a cable television franchise
to Fund 12-BCD (Fund 12-BCD). (4)
10.1.6 Copy of a franchise and related documents thereto granting a community antenna
television system franchise for the Green Valley/Elizabeth Lake/Leona Valley
unincorporated areas of Los Angeles County, California (Fund 12-BCD). (2)
10.1.7 Ordinance 88-0166F dated 10/4/88 amending the franchise described in 10.1.5 (Fund
12-BCD). (4)
10.1.8 Copy of a franchise and related documents thereto granting a community antenna
television system franchise for the City of Palmdale, California (Fund 12-BCD).
(4)
10.1.9 Copy of a franchise and related documents thereto granting a community antenna
television system franchise for the City of Tampa, Florida (Fund 12-BCD). (1)
10.1.10 Resolution No. 1153 dated 10/2/86 authorizing consent to transfer of the Tampa
franchise and amendment to the franchise agreement (Fund 12-BCD). (4)
10.1.11 Amendment to Tampa franchise agreement dated 10/6/86 (Fund 12-BCD). (4)
10.1.12 Tampa franchise transfer, acceptance and consent to transfer dated 10/6/86 (Fund
12-BCD). (4)
10.1.13 Second Amendment to Tampa Franchise Agreement dated September 1, 1994 (Fund 12-
BCD).
10.1.14 Copy of a franchise and related documents thereto granting a community antenna
television system franchise for the City of Augusta, Georgia (Fund 12-B). (1)
10.1.15 Copy of a franchise and related documents thereto granting a community antenna
television system franchise for the City of Blythe, Georgia (Fund 12-B). (2)
10.1.16 Copy of a franchise and related documents thereto granting a community antenna
television system franchise for the County of Burke, Georgia (Fund 12-B). (5)
10.1.17 Copy of a franchise and related documents thereto granting a community antenna
television system franchise for the Unincorporated Area of Columbia County,
Georgia (Fund 12-B). (4)
10.1.18 Copy of a franchise and related documents thereto granting a community antenna
television system franchise for the City of Hephzibah, Georgia (Fund 12-B). (1)
10.1.19 Copy of a franchise and related documents thereto granting a community antenna
television system franchise for the Unincorporated Area of Richmond County,
Georgia (Fund 12-B). (1)
10.1.20 Copy of a franchise and related documents thereto granting a community antenna
television system franchise for the City of Albuquerque, New Mexico (Fund 12-
BCD). (3)
10.1.21 Copy of a franchise and related documents thereto granting a community antenna
television system franchise for the County of Bernalillo, New Mexico (Fund 12-
BCD). (3)
10.1.22 Copy of a franchise and related documents thereto granting a community antenna
television system franchise for the Town of Bernalillo, New Mexico (Fund 12-BCD).
(3)
10.1.23 Resolution No. 12-14-87 dated 12/14/87 authorizing the assignment of the
franchise to Fund 12-BCD. (4)
10.1.24 Copy of a franchise and related documents thereto granting a community antenna
television system franchise for the Village of Bosque Farms, New Mexico (Fund 12-
BCD). (3)
10.1.25 Copy of a franchise and related documents thereto granting a community antenna
television system franchise for the Village of Corrales, New Mexico (Fund 12-
BCD). (3)
10.1.26 Copy of a franchise and related documents thereto granting a community antenna
television system franchise for the Kirtland Air Force Base, New Mexico (Fund 12-
BCD). (4)
10.1.27 Copy of a franchise and related documents thereto granting a community antenna
television system franchise for the Village of Los Ranchos, New Mexico (Fund 12-
BCD). (3)
10.1.28 Copy of a franchise and related documents thereto granting a community antenna
television system franchise for the County of Sandoval, New Mexico (Fund 12-BCD).
(3)
10.1.29 Copy of a franchise and related documents thereto granting a community antenna
television system franchise for the County of Valencia, New Mexico (Fund 12-BCD).
(3)
10.1.30 Resolution No. 88-23 dated 2/14/88 authorizing assignment of the franchise to
Fund 12-BCD. (4)
10.2.1 Loan and Security Agreement, dated August 29, 1985, between Cable TV Fund 12-B,
Ltd. and The Philadelphia National Bank, individually and as agent for various
lenders. (1)
10.2.2 Amendment No. 1 dated as of August 14, 1986, to Loan and Security Agreement,
dated August 29, 1985, between Cable TV Fund 12-B, Ltd. and The Philadelphia
National Bank, individually and as agent for various lenders. (4)
10.2.3 Amendment No. 2 dated March 31, 1988 to Loan and Security Agreement, dated August
29, 1985, between Cable TV Fund 12-B, Ltd. and The Philadelphia National Bank,
individually and as agent for various lenders. (4)
10.2.4 Amendment No. 3 dated March 29, 1989 to Loan and Security Agreement, dated August
29, 1985, between Cable TV Fund 12-B, Ltd. and The Philadelphia National Bank,
individually and as agent for various lenders. (4)
10.2.5 Amendment No. 4 dated November 29, 1991 to Loan and Security Agreement dated
November 1991 between Cable TV Fund 12-B, Ltd. and Corestates Bank, N.A.
(formerly The Philadelphia National Bank), individually and as agent for various
lenders. (6)
10.2.6 Amendment No. 5 dated December 23, 1994 to Loan and Security Agreement dated
November 1991 between Cable TV Fund 12-B, Ltd. and Corestates Bank, N.A.,
individually and as agent for various lenders.
10.2.7 Credit Agreement dated as of March 31, 1992 among Fund 12-BCD Venture and
Corestates Bank, N.A., individually and as agent for various lenders. (4)
10.2.8 Amendment No. 1 dated September 30, 1994 to Credit Agreement dated March 31, 1992
among Fund 12-BCD Venture and Corestates Bank, N.A., individually and as agent
for various lenders.
10.3.1 Purchase and Sale Agreement dated as of March 29, 1988 by and between Cable TV
Fund 12-BCD Venture as Buyer and Video Company as Seller. (7)
10.3.2 Purchase and Sale Agreement dated 9/20/91 and amendments thereto between Cable TV
Fund 12-BCD Venture as Seller and Falcon Classic Cable Income Properties, L.P.
(Fund 12-BCD). (8)
27 Financial Data Schedule
</TABLE>
<PAGE> 54
----------
(1) Incorporated by reference from Registrant's Report
on Form 10-K for the fiscal year ended December 31,
1985 (Commission File Nos. 0-13193, 0-13807, 0-13964
and 0-14206).
(2) Incorporated by reference from Registrant's Report
on Form 10-K for the fiscal year ended December 31,
1987 (Commission File Nos. 0-13193, 0-13807, 0-13964
and 0-14206).
(3) Incorporated by reference from Registrant's Report
on Form 10-K for the fiscal year ended December 31,
1986 (Commission File Nos. 0-13193, 0-13807, 0-13964
and 0-14206).
(4) Incorporated by reference from Registrant's Report
on Form 10-K for the fiscal year ended December 31,
1992 (Commission File Nos. 0-13193, 0-13807, 0-13964
and 0-14206).
(5) Incorporated by reference from Registrant's Report
on Form 10-K for the fiscal year ended December 31,
1990 (Commission File Nos. 0-13193, 0-13807, 0-13964
and 0-14206).
(6) Incorporated by reference from Registrant's Report
on Form 10-K for the fiscal year ended December 31,
1991 (Commission File Nos. 0-13193, 0-13807, 0-13964
and 0-14206).
(7) Incorporated by reference from Registrant's Report
on Form 10-K for the fiscal year ended December 31,
1988 (Commission File Nos. 0-13193, 0-13807, 0-13964
and 0-14206).
(8) Incorporated by reference from the Forms 8-K of Fund
12-B, Fund 12-C and Fund 12- D dated 4/6/92
(Commission File Nos. 0-13193, 0-13964 and 0-14206,
respectively).
<PAGE> 1
EDWARDS AFB CATV FRANCHISE AGREEMENT
1. Contract Number: 2. Date RFP Issued: 3. Authority:
FO4700-94-D-0011 14 Mar 94 47 U.S.C. 541
16 U.S.C. 420
AFR 70-3
4. Issued By: 5. Administered By:
Department of the Air Force Same as Block 4
Air Force Flight Test Center (AFMC)
Directorate of Contracting, PKAD
5 S Wolfe Avenue
Edwards AFB CA 93524-1185
6. Area of Coverage:
Edwards AFB CA
OFFER
THE UNDERSIGNED AGREE, IF THIS OFFER IS ACCEPTED WITHIN __ CALENDAR DAYS (60
CALENDAR DAYS UNLESS A DIFFERENT PERIOD IS INSERTED BY THE OFFEROR), TO FURNISH
CATV SERVICES TO THE AREA SPECIFIED AT BLOCK 6 IN ACCORDANCE WITH THE TERMS AND
CONDITIONS OF THIS FRANCHISE AGREEMENT ATTACHED HERETO.
7. OFFEROR - NAME, ADDRESS 8. NAME AND TITLE OF PERSON
AND PHONE NUMBER: AUTHORIZED TO SIGN OFFER:
Cable TV Fund 12-BCD Venture/ RUTH E. WARREN
Jones Intercable Inc. Group Vice President of Operations
41551 Tenth Street West
Palmdale CA 93551
(805) 947-3130
9. SIGNATURE: 10. DATE: 8/23/94
/s/ JOHN C. LEMACKS /s/ RUTH E. WARREN
11. NAME OF CONTRACTING OFFICER: 12. UNITED STATES OF AMERICA:
JOHN C. LEMACKS
13. DATE OF AWARD:
24 AUG 1994
<PAGE> 2
TABLE OF CONTENTS
SECTION A. GENERAL PROVISIONS
1. Scope of Agreement
2. Definitions
3. Recognition of Unique Circumstances
4. Transfer of Rights
5. Limitations
6. Solicitation
7. Term of Agreement
8. Renewal
9. Termination for Default
10. No Government Liability on Expiration or Termination for
Default
11. Termination for Convenience of the Government
12. Government Acquisition of the Cable System
13. Operation After Expiration or Termination
14. Removal of Facilities
15. Franchise, Pole Rental, or Similar Fees
16. Rate Regulation
17. Rates for Cable Service
18. Adjustments in Rates
19. Disconnections
20. Insurance, Indemnification, and Liability
21. New Developments
22. Contracting Officer as Common Agent
23. Headings
24. Sever ability
25. Clauses Incorporated by Reference
SECTION B. STATEMENT OF WORK
Subsection B.1 General Requirements
26. Scope of Work
27. Safety and Security
28. Personnel
29. Channel Capacity
30. Services and Programming
31. Program Guide
32. Government Access Channel[s]
33. Educational Access Channel[s]
34. Rules for Access Channel Use
35. Emergency Override
36. Control Lock
37. Ethernet
Subsection B.2 Construction, Installation, and Maintenance
38. Construction Schedule
39. Construction and Installation Approval
40. Cable Facilities
41. Construction Standards
<PAGE> 3
Subsection B.3 Technical Requirements
42. Technical Standards
43. Measurements and Testing
44. Inspection
Subsection B.4 Service Standards and Subscriber Relations
45. General Standard
46. Performance Evaluations
47. Business Office
48. Billing
49. Service and Repairs
50. Complaints
51. Interruption of Service
52. Privacy
53. Information to Subscribers
Subsection B.5 Applicable Technical Orders, Specifications, Regulations
and Manuals
54. Documents Incorporated by Reference
SECTION C. GOVERNMENT FURNISHED PROPERTY AND SERVICE
APPENDIX A. Installation Guidelines
APPENDIX B. Rules of Practice and Procedure for Cable Television Franchise
Renewal Proceedings
APPENDIX C. Contract Clauses
APPENDIX D. Cable Service Rates
APPENDIX E. Ethernet Rates
APPENDIX F. Television Channel Line-up
APPENDIX G. FCC Customer Service Obligations
<PAGE> 4
SECTION A. - GENERAL PROVISIONS
1. SCOPE OF AGREEMENT. This Agreement provides the terms under which the
Contractor is granted a non-exclusive right to enter the Base for the sole
purpose of providing the cable television and other telecommunication services
enumerated herein, and any additional services required by changes to this
Agreement. Subject to the conditions and limitations set forth in this
Agreement, the non-exclusive right to enter the base includes the right to
construct, install, maintain, and operate the facilities and equipment
necessary to provide the cable television services enumerated herein.
'
2. DEFINITIONS:
a. "Agreement" means this agreement, together with the Schedules and
Exhibits attached hereto, and all modifications, amendments, renewals, and
extensions hereof.
b. "Base" means Edwards Air Force Base, California and the geographic
area subject to the control of the base commander, including government-owned
housing and government facilities outside of the base perimeter.
c. "Limited Basic tier" or "basic service" means the minimum service
available to all subscribers including, but not limited to government, and
educational access channels, the retransmission of locally broadcast television
signals, mandatory carriage signals and such other services as the FCC may
mandate or this Agreement may include subject to applicable law.
d. "Tier 1 Service" means that level or levels of basic service beyond
the limited basic tier, but not including premium or pay per view services.
e. "Cable system" or "cable television system" or "system" means a
system designed to receive, transmit, amplify and distribute television, radio,
and satellite signals, data, telecommunications, and electronic communications,
including all of the facilities and equipment necessary to deliver such
signals, data, and communications to the subscribers of the system.
f. "Commencement of Construction" means the actual start date of
construction needed to expand the cable television system and services.
g. "Completion of Construction" means the date all construction
required under this contract must be completed by.
h. "Contracting Officer" means a person with the authority to enter
into, administer, and or terminate contracts and make related determinations
and findings. The term includes certain authorized representatives of the
Contracting Officer acting within the limits of their authority as delegated
by the Contracting Officer.
i. "Contractor" means Cable TV Fund 12-BCD Venture doing business as
Jones Intercable 41551 10th Street West, Palmdale, California.
j. "FAR" means the Federal Acquisition Regulation, or any superseding
regulation.
k. "FCC" means the Federal Communications Commission.
l. "Ownership" means actual working control in whatever manner
exercised.
m. "Quality Assurance Evaluator" means a representative of the
Contracting Officer who performs in conformance with Federal law, surveillance
of, or other quality assurance activities associated with the services provided
under this Agreement.
<PAGE> 5
n. "Subscriber" means any person or entity who lawfully purchases or
receives service from the Contractor.
o. "Rate" means any fee or charge for any service, including
installation and connection, provided by the Contractor.
3. RECOGNITION OF UNIQUE CIRCUMSTANCES:
a. In entering this Agreement and accepting the rights and obligations
established hereunder, the Contractor recognizes that the Base is a military
installation serving the national defense and that the government will not
permit the construction, installation, and maintenance of a cable television
system and the provision of cable television service to interfere with the
military mission of the Base.
b. The Contractor further recognizes that changes in the activities of
the Base may occur from time to time throughout the term of this Agreement and
that such changes may require changes in the operation of the cable system,
including, but not limited to, the removal or relocation of any of the
Contractor's facilities and equipment or the removal of the entire system and
termination of this Agreement. The Contractor's exclusive rights with respect
to any such termination or changes that may be required by the government are
set forth in this Agreement and pursuant to appropriate Federal law.
c. In conformance with Federal law and Air Force Regulation AFR 70-3,
the Contractor further recognizes that the construction, installation,
maintenance and operation of the cable system on the Base may be subject to
requirements and approvals not ordinarily imposed by civilian franchising
authorities. The Contractor agrees to abide by all applicable regulations and
to obtain all required approvals as specified in this Agreement or as directed
by the Government.
d. The Contractor further recognizes that the location, size, and
military activities of the Base may limit the availability of video programming
sources and that the potential subscribers to the Contractor's service include
military members who are required to reside on the Base, who are periodically
transferred at the discretion of the Government to other military
installations, and who may not have access to, or be permitted to utilize
alternative television signal reception systems, such as satellite antennae.
The Contractor further recognizes that the Government provides for the welfare
and morale of Base military personnel and is concerned with the quality, and
cost of services that may enhance the quality of life on the Base, including
cable television service.
4. TRANSFER OF RIGHTS. This Agreement and the rights granted hereunder cannot
be transferred, leased, assigned, or disposed of in any way including, but not
limited to, either voluntary or involuntary sale, merger, consolidation,
receivership, or other means, including transfer of ownership of the
Contractor, without the prior written consent of the Contracting Officer which
consent shall not be unreasonably withheld. This provision shall not prevent
the assignment of accounts receivable or mortgages, deeds of trust, or other
financing instruments to secure indebtedness.
5. LIMITATIONS. Except as provided in this agreement, "Termination for
Convenience of the Government", this Agreement does not obligate the Government
for any costs incurred by the Contractor in exercising its right to enter the
Base or for any costs incurred by the Contractor in fulfilling its obligations
under this Agreement. This Agreement does not obligate the Government or any
individual to purchase or subscribe to cable television services provided by
the Contractor and neither this Agreement nor any separate agreement providing
for the subscription or purchase of cable television services provided by the
Contractor shall prohibit the Government or any individual from using any other
television signal reception system, including any Government or privately owned
cable television system.
6. SOLICITATION. Subject to such time, place and manner restrictions as may be
established by the Base Commander, the Contractor shall have the right to enter
the Base to solicit subscribers, including individuals, nonappropriated fund
activities, and appropriated fund activities. In soliciting subscribers, the
Contractor will not offer its services as
<PAGE> 6
an officially sanctioned or recommended benefit, or in any other way convey the
impression that subscription is other than voluntary.
7. TERM OF AGREEMENT. This Agreement will take effect on 1 Oct 94. Unless
terminated in accordance with paragraph 9 or paragraph 11, this Agreement will
expire on 30 Sep 2004, 10 years from effective date.
8. RENEWAL:
a. In accordance with Federal law, between the 36th month and the 30th
month before the expiration date set forth in paragraph 7 of this Agreement,
the Contractor shall notify the Contracting Officer, in writing, of its
intention to seek a renewal of this Agreement. The Contractor's failure to
provide such notice within the prescribed 6-month period shall constitute an
irrevocable waiver of the Contractor's rights, arising under this Agreement or
any federal law or regulation, to seek renewal of this Agreement
b. In the event that the Contractor provides notice within the
prescribed 6-month period of its intention to seek renewal, the Government
shall consider renewal of this Agreement in accordance with the procedures
required by federal law and Air Force regulation or, in the absence of such law
or regulation, in any such manner as the Government may determine. However,
nothing herein shall prohibit the parties from negotiating a renewal pursuant
to the informal procedures specified in 47 U.S.C.A. 546(h).
c. Except in so far as the Government agrees to consider renewal in
accordance with applicable federal law, this Agreement provides no right to
renewal and the Government may deny renewal for any good faith reason
consistent with federal law and in compliance with all notification procedures
specified under Federal law.
d. In the event that this Agreement is terminated in accordance with
paragraph 9 or paragraph 11, the Contractor shall have no right to renewal on a
noncompetitive basis.
e. Any and all of the terms of this Agreement may be modified or
deleted and any new terms added upon renewal. The Government may condition
renewal upon the Contractor's accepting any change in the terms of this
Agreement consistent with federal law, including changes requiring the
Contractor to upgrade and make improvements.
9. TERMINATION FOR DEFAULT:
a. The Government may terminate this Agreement at any time by written
notice to the Contractor upon the occurrence of any one or more of the
following events:
(1) The Contractor becomes insolvent or is adjudged bankrupt
or is unable or unwilling to pay its debts, including any refunds owed to
subscribers.
(2) The Contractor attempts to transfer the rights granted by
this Agreement in violation of paragraph 4, "Transfer of Franchise Rights."
(3) The Contractor is placed on the Lists of Parties Excluded
from Federal Procurement or Nonprocurement Programs issued by the General
Services Administration.
(4) The Contractor abandons the cable system, in whole or in
part, without the prior written consent of the Contracting Officer.
(5) Misrepresentation of fact by the Contractor in the
application for or negotiation of the this franchise agreement.
<PAGE> 7
(6) The Contractor violates any of the (i) material terms,
conditions, or provisions of this Agreement, or (ii) repeated violations of the
same nonmaterial term, condition, or provision of this agreement and, after
receiving notice of such violation from the Contracting Officer, the Contractor
fails to correct such violation within a reasonable period of time as
determined by the Contracting Officer.
b. THE CONTRACTOR RECOGNIZES THAT FAILURE TO COMPLY WITH THE FCC
CUSTOMER SERVICE STANDARDS, IDENTIFIED AT APPENDIX G,_ MAY BE GROUNDS FOR
TERMINATION OF THIS AGREEMENT.
10. NO GOVERNMENT LIABILITY ON EXPIRATION OR TERMINATION FOR DEFAULT. Other
than any judicial, legal or regulatory remedies which may be available to the
Contractor, if the Government terminates this Agreement pursuant to paragraph
9, or if this Agreement expires pursuant to paragraph 7, the Contractor shall
not be entitled to any payment from the Government for any expense or cost
incurred by the Contractor in constructing, installing, maintaining, or
operating the cable system or for any other cost or expense incurred by the
Contractor in the exercise of its rights under this Agreement.
11. TERMINATION FOR CONVENIENCE OF THE GOVERNMENT. The Contracting Officer,
by written notice, may terminate this Agreement for convenience of the
Government, in whole or in part, when it is in the Government's interest. If
this Agreement is terminated for convenience of the Government, the rights,
duties, and obligations of the parties, including compensation to the
Contractor, shall be in accordance with Part 49 of the FAR and all applicable
laws and remedies.
12. GOVERNMENT ACQUISITION OF THE CABLE SYSTEM. In the event of a national
emergency, the Government may require the Contractor to transfer ownership and
possession of the cable system, including all subscriber records, to the
Government. If such transfer is required, the Contractor shall be entitled to
the fair market value of the cable system, including, but not limited to, the
value of the this franchise in accordance with Federal law.
13. OPERATION AFTER EXPIRATION OR TERMINATION. If this agreement expires
without renewal or is terminated for any reason, the Contractor, if directed by
the Contracting Officer, shall continue to operate and maintain the cable
system pursuant to the terms of this Agreement for such period as the
Government may require, but not more than 6 months.
14. REMOVAL OF FACILITIES. If this Agreement expires without renewal or is
terminated in accordance with the terms of this agreement, the Government may
require the Contractor to remove from the Base, at the Contractor's expense,
all equipment, facilities, and materials of the cable system, and to restore
Government and private property to its previous condition.
15. FRANCHISE, POLE RENTAL, OR SIMILAR FEES:
a. To the extent permitted by Federal law, the Government may require
the Contractor to pay a reasonable franchise fee, pole or conduit rental fee,
and any other reasonable fee for the use of Government property or for the cost
of administering this franchise. In consideration for the rights granted by
this Agreement, the Contractor agrees to pay any such fee required by the
Government. The Government shall provide written notice to the Contractor 180
days before the effective date of any such fee.
b. To the extent permitted under Federal law, if the Contractor owns
or operates a cable system in a civilian community adjoining or within 50 miles
of the Base, the Contractor agrees that if the Government does not impose the
fees permitted under subparagraph a, the rates set forth in Appendix D of this
Agreement shall be lower than the rates charged in such civilian community by a
percentage equal to the percentage of the Contractor's gross revenues paid as
any of the fees set forth in subparagraph a to such civilian community, or its
franchising authority, less the percentage of any such fees imposed by the
Government, plus any authorized FCC external costs related to the Contractors
operation of the cable system on the base. If, for example, the adjoining
civilian community imposes a 5 percent franchise fee, and the Government does
not impose any franchise fee, the rates set
<PAGE> 8
forth in Appendix D shall be 5 percent lower than rates for similar service
charged by the Contractor in the adjoining community. If the Contractor does
not own or operate a cable system in a civilian community adjoining or within
50 miles of the Base, the contractor agrees that the rates set forth in
Appendix D of this Agreement will be maintained at a level reflecting the
extent to which the Government refrains from exercising its rights under
subparagraph a. The Contractor agrees to provide to the Government upon request
a list of rates charged by the Contractor in civilian communities and the amount
of franchise and similar fees charged by those communities.
c. The Contractor agrees that the obligations set forth in
subparagraph b, do not constitute regulation of rates, and that such
obligations are assumed by the Contractor in recognition of the unique
circumstances of providing cable service to a military installation and as
consideration for the rights granted to the Contractor by this Agreement.
d. The provisions of this paragraph do not apply to fees for
utilities, including electricity, gas, sewage, disposal, water, and telephone
service. The Contractor shall compensate the Government for the actual cost of
utilities supplied to the Contractor in the form of lower cable rates.
16. RATE REGULATION:
a. To the extent permitted by federal law, the Government without
further notice may regulate rates charged by the Contractor.
b. Rates for the following services are subject to regulation:
(1) Installation or rental of equipment which facilitates the
reception of cable service by hearing impaired individuals.
(2) Cable Service
17. RATES FOR CABLE SERVICE. All of the rates charged by the Contractor,
including connection charges, shall be set forth in Appendix D of this
Agreement. The Contractor may not increase the rates set forth in Appendix D,
except as provided in paragraph 18.
18. ADJUSTMENTS IN RATES:
a. The Contractor may unilaterally adjust all rates set forth in
Appendix D that are not subject to regulation, provided that:
(1) At least 60 days before the effective date of any increase
in rates the Contractor submits to the Contracting Officer a revised Appendix D
setting forth the new rates and, at least 60 days before the effective date of
any such increase, the Contractor provides written notice of such increase to
all subscribers; and,
(2) Service fees are uniform as to all subscribers and
connection fees are uniforn within the categories in Appendix D; and,
(3) The adjustment is otherwise consistent with this Agreement.
b. Except in conformance with Federal law, the Contractor shall not
increase rates subject to regulation without the express written consent of the
Contracting Officer, which consent shall not be unreasonably withheld;
provided, however, that nothing herein shall preclude the Contractor from
unilaterally adjusting its rates in conformance with FCC regulations subject to
the notification provisions specified in this section. The Contracting Officer
shall exercise reasonable judgement in its decision to grant or deny a rate
increase considering the following factors: the Contractor's ability to render
service and to derive a reasonable profit therefrom under the existing and
proposed rate schedule; the revenues and profits derived from the service for
which the increase is requested; the quality of the services offered by the
Contractor; the cost of the equipment used to provide the service; the extent
to which the Contractor has complied with this Agreement; and the fairness of
the proposed rates to current and potential subscribers.
<PAGE> 9
19. DISCONNECTIONS. Except in conformance with Federal law, the Contractor may
not charge any subscriber for disconnection from the cable system. If a
subscriber has prepaid its monthly service charge and is not delinquent in any
fees, then the subscriber shall be entitled to a prorated refund for service
during the month in which the disconnection occurs. Before reconnection, the
Contractor may require full payment of any prior delinquent fees from any
subscriber requesting reconnection.
20. INSURANCE, INDEMNIFICATION, AND LIABILITY:
a. The Contractor shall at all times maintain in full force and effect
a policy or policies of insurance. See Appendix C, Contract Clause 2.
b. The Contractor shall indemnify the Government against any and all
expenses, taxes, liabilities, claims and charges of whatever kind or nature
that may arise as a result of the activities of the Contractor or its agent or
employees, which results either contractually or from the negligence, gross
negligence, or intentional act of the Contractor.
c. The Contractor, at its expense, shall repair or replace, as
reasonably determined by the Government, any Government or private property
damaged or destroyed by the Contractor. If the Contractor fails to promptly
repair or replace any such property, the Government may repair or replace such
property and the Contractor shall be liable for the costs of such repair or
replacement.
21. NEW DEVELOPMENTS. The Contractor and Government recognize that, over the
term of this Agreement, cable television technology, the regulation of cable
television, and the programming services available for distribution will
undergo continual change; as a result of such change, the technology,
equipment, and services required by this Agreement may become obsolete,
uneconomical, or otherwise disadvantageous. The Contractor and the Government,
therefore, agree to consider in good faith proposals submitted by either party
for modification of this Agreement to permit the introduction of new equipment,
programming and technology or to otherwise improve cable television service to
the Base.
22. CONTRACTING OFFICER AS COMMON AGENT. The Contracting Officer may act as
common agent for all subscribers, including, individuals, non appropriated fund
activities, and appropriated fund activities, on all matters, including the
resolution of disputes concerning the Contractor's performance under any of
the terms or conditions of this Agreement. The Contracting Officer, however,
shall not act as collecting agent for fees due for services provided to
individuals and non appropriated fund activities, and the Government shall not
be liable for such fees. The Contractor will be reimbursed by the Government
for only those costs incurred for providing cable service to non-residential
buildings or areas, plus the applicable rate charged for the monthly cable
service, and only for which the Contracting Officer specifically has
authorized.
23. HEADINGS. The headings contained in this Agreement are to facilitate
reference only and shall not in any way affect the construction or
interpretation hereof.
24. SEVERABILITY:
a. Every provision of this Agreement is intended to be severable. If
any section, paragraph, sentence, clause, phrase, or other portion of this
Agreement is for any reason held illegal, invalid, or unconstitutional, or is
preempted by any federal law, rule, or regulation, such portion shall be deemed
a separate, distinct, and independent portion and such holding or preemption
shall not effect the validity of the remaining portions and provisions of this
Agreement.
b. If, in the determination of the Government and the Contractor, the
portions preempted or held illegal, invalid, or unconstitutional are in the
determination of the Government and the Contractor, material, then the
Government and the Contractor shall have the right to modify the remaining
provisions of this Agreement to comply with such preemption or holding and to
mitigate the effect of such holding or pre-emption.
<PAGE> 10
25. CLAUSES AND CERTIFICATIONS. See Appendix C.
<PAGE> 11
SECTION B - STATEMENT OF WORK
SUBSECTION B.1 GENERAL REQUIREMENTS
26. SCOPE OF WORK. The Contractor shall construct, install, operate, and
maintain a cable television system on the Base in accordance with the terms and
standards set forth in this Agreement. The cable system shall pass all
residences and shall be capable of providing service to all residences on the
Base and any other buildings set forth in this Agreement or designated by the
Contracting Officer.
27. SAFETY AND SECURITY. The Contractor shall conform to all safety and
security requirements and regulations applicable to contractor activity on the
Base. The Contractor shall exercise extreme caution when performing work in or
near family housing areas (See Appendix C, contract clause 3.).
28. PERSONNEL. The Contractor shall employ competent supervisory,
administrative, and direct labor personnel to accomplish the work required by
this Agreement. The Contractor shall not hire off-duty Air Force Quality
Assurance Evaluators or any other person whose employment would result in a
conflict of interest or would otherwise violate DoD Directive 5500.7 Joint
Ethics Regulation.
29. CHANNEL CAPACITY. The system shall provide a minimum of 72 channels (6 Mhz
or equivalent technology) capable of delivering to subscribers the entire VHF
and FM spectrums and selected portions of the UHF spectrum.
30. SERVICES AND PROGRAMMING:
a. The Contractor shall provide limited basic and Tier 1 service,
which will include all services required by the rules of the Federal
Communications Commission and any other federal law or regulation, educational
access channels, and governmental access channels, the retransmission of
locally broadcast television signals and, when applicable, ETHERNET two-way
connectivity. The limited basic and Tier 1 service to be provided, if
requested, to all subscribers at the rate set forth in Appendix D.
b. The Contractor shall provide educational, sports, entertainment,
news and public affairs programming.
c. The Contractor shall provide an initial Television Channel Line-up
as specified in Appendix F.
d. The Contractor shall provide a FM Stereo Channel Line-up.
31. PROGRAM GUIDE. The contractor shall provide an electronic daily programming
schedule to each subscriber listing, at a minimum, the time and channel for all
programs available to the subscriber.
32. COMMAND ACCESS CHANNEL:
a. As part of the consideration for the rights granted under this
Agreement and in recognition of the unique circumstances set forth in paragraph
3, the Contractor shall provide the Government one Command Channel on the
system for non-commercial use by the Government. The system shall be designed
and constructed to permit the Government to originate programming for the
Command Channel access from AFFTC Command Post facilities located on the Base.
b. The Contractor shall ensure the Government that the Command
Channel cannot be viewed outside of the Base.
c. The Contractor shall not be obligated by this Agreement to provide
program origination equipment to the Government for use in operating the
Command Channel. The Contractor shall provide the Government the reverse
video/audio feed path, receiver equipment and facilities for use by the
Government in operating the Command Channel.
<PAGE> 12
33. EDUCATIONAL ACCESS CHANNEL:
a. As part of the consideration for the rights granted by this
Agreement, the Contractor shall provide the Government one Educational Access
Channel on the system for non commercial use by Desert High School and the Base
Education Office. The system shall be designed and constructed to permit the
retransmission of programming from the Contractor's facility. The contractor
shall not be obligated by this Agreement to provide program originating
equipment for use in operating the Educational Access Channel.
34. RULES FOR ACCESS CHANNEL USE:
a. The government at any time may prescribe rules governing the use of
the access channels.
b. The Contractor may use excess capacity on any access channel in
accordance with any rules and procedures the government may prescribe either
before or after the effective date of this Agreement. In the absence of such
rules and procedures, the contractor may use any such excess capacity until
directed to cease such use upon 15 days written notice from the Contracting
Officer.
35. EMERGENCY OVERRIDE SYSTEM:
a. As part of the consideration for the rights granted under this
Agreement and in recognition of the unique circumstances set forth in paragraph
3, the Contractor shall provide the government one Emergency Override System on
the base cable television system for emergency use by the government. The
system shall be designed and constructed to permit the AFFTC Command Post to
originate transmit messages on all channels.
b. The Contractor shall ensure the government that all Emergency
Override messages cannot be viewed or heard outside of the base cable
television system.
c. The Contractor shall not be obligated by this Agreement to provide
program origination equipment to the government for use in operating the
Emergency Override System. The Contractor shall provide the government the
reverse audio feed path, receiver equipment and facilities for use by the
government in operating the Emergency Override System.
36. CONTROL LOCK: The Contractor shall provide upon request of any subscriber a
control locking device or code that permits a subscriber to prevent the viewing
of premium channels and any other channel that may contain programming
unsuitable for children. The Contractor shall provide such device or code for a
fee no greater than the cost of the device or code to the Contractor.
37. ETHERNET CAPABILITIES:
a. The Contractor shall provide two-way ETHERNET capability between
all base facilities receiving service from the base cable television system for
use by the government. For the purposes of this agreement "ETHERNET
Capabilities" means two-way interactive ETHERNET local area network
communication capability between all base facilities receiving cable
television service and Building 2600. The system shall be designed and
constructed to permit transmission and reception access to the Edwards Local
Area Network (ELAN) at both a 4-Mbit and/or a 500 K-bit access rate.
b. The Contractor shall ensure the government that all ETHERNET
data/messages cannot be viewed outside of the Base or by private access without
the permission of the Base Communications Officer.
c. The Contractor shall not be obligated by this Agreement to provide
local area network equipment to the government for use inside of government
facilities operating on the ETHERNET access.
<PAGE> 13
d. The Contractor shall establish monthly access fees for
Bridge/Router access (multiple access within one facility) and fees for a
Personal Computer (PC) access (single individual access).
e. The costs related to the construction of providing the Ethernet
Capabilities is as set forth in Appendix E.
SUBSECTION B.2 CONSTRUCTION, INSTALLATION, AND MAINTENANCE
38. CONSTRUCTION SCHEDULE.
a. As part of the consideration for the rights granted under this
Agreement and in recognition of the unique circumstances set forth in paragraph
3, the Contractor shall provide the government the installation of a new cable
television service to the following buildings:
BUILDING ORGANIZATION
3500 Civil Engineering Sq
3502 Management Information
3510 Transportation Sq
3535 Old ABW Hq
3700 Supply Sq
3735 Supply Sq
3736 Supply Sq
3760 CES Fire Dept
3760A,B,C Corp of Engineers
b. Construction to the buildings shall be completed on or before
December 31, 1995.
39. CONSTRUCTION AND INSTALLATION APPROVAL:
a. The Contractor shall not undertake any construction or installation
of any equipment or facilities on the Base (including temporary equipment or
facilities) without the prior written consent of the Contracting Officer, the
Base Civil Engineer, the Communications Computer Systems Officer and any other
authority as required by the standards and rules applicable to construction on
the Base prescribed by the government before or after the effective date of
this Agreement. As a prerequisite to obtaining such approval, the Contractor
shall submit to the Contracting Officer such drawings, plans, and other
relevant data as may be requested by the government, including, but not limited
to, one set of the franchise drawings showing cable routings, typical service
entrances, antenna tower sites, technical center locations, and other related
construction details.
b. At the completion of any construction, installation, or
maintenance resulting in changes in cable routings, wiring, or other
significant changes in facilities and equipment, the Contractor shall submit
drawings or other appropriate documents to the Base Civil Engineer and the
Communications-Computer Systems Officer indicating such chances.
c. The provisions of subparagraph a shall not apply to: (i) routine
maintenance and repairs not involving the installation of aboveground or below
ground cables, poles, or conduit; and (ii) routine subscriber service
connections and disconnections.
d. Notwithstanding any approval granted in accordance with
subparagraph a, the Government at any time may direct the Contractor to remove,
relocate, or modify any equipment or facilities, including aboveground and
underground cable. The Contractor shall be entitled to compensation for costs
incurred in complying with any such direction.
<PAGE> 14
40. CABLE FACILITIES:
a. Unless otherwise directed or permitted in writing by the
Contracting Officer, the Contractor shall use existing government utility poles
or underground facilities, including conduit, for carrying cable. The
Contractor shall obtain and conform to the requirements of excavation permits,
pole use permits and any other rules or permits designated by the Contracting
Officer.
b. If the Contractor is directed or receives permission to install
its own cable-carrying facilities, the Contractor grants to the government a
free right of common use for purposes consistent with the operation of the
cable system. If directed by the Contracting Officer, the Contractor shall
remove, at its own expense, any Contractor installed cable carrying facilities
at the expiration or termination of this Agreement. The Contractor shall
restore government and private property to the condition of such property
before the installation of such facilities.
c. If directed by the Contracting Officer, the Contractor shall
"prewire" designated government facilities for CATV. The Contractor shall
specify the wiring used, accept ownership, ensure picture quality through cable
system maintenance, repair and modification.
41. CONSTRUCTION STANDARDS:
a. The Contractor shall construct, install, and maintain the system in
a safe, thorough and reliable manner and in conformance with applicable federal
regulations and national professional codes, including the codes and
regulations listed in this agreement.
b. The Contractor shall construct, install, and maintain drops and
connections to, and interior wiring in individual residences and government
buildings in a safe, orderly, and attractive manner. At the Contracting
Officers direction, the Contractor at its own expense shall remove, replace, or
modify any equipment or facilities, including drops, connections, and wiring,
that the Contracting Officer determines are unsafe, unsightly, or otherwise
unsuitable.
<PAGE> 15
SUBSECTION B.3 TECHNICAL REQUIREMENTS
42. TECHNICAL STANDARDS:
a. The Contractor shall ensure that the system is designed, installed
and operated in a manner that meets or exceeds the technical standards required
or recommended by the FCC as set forth in 47 CFR Part 76 as that part exists
on the effective date of this Agreement. These standards are mandatory and
shall apply to all classes of cable television channels. The Contractor shall
at all times maintain and operate the system in strict compliance with the
standards set forth in Part 76 for:
(1) The frequency boundaries of cable television channels
delivered to subscriber terminals;
(2) The frequency tolerance of cable television visual carriers;
(3) The frequency tolerance of cable television aural carriers;
(4) The minimum visual carrier levels at subscriber terminals;
(5) The allowable tolerance for visual carrier level variations
within 24 hours;
(6) The maximum and minimum aural carrier specifications, with
respect to visual carrier levels;
(7) The maximum allowable level of visual low frequency distortion;
(8) The frequency response of each channel;
(9) The allowable visual signal-to-system noise level and to any
undesired co-channel signal;
(10) The allowable level of inter modulation distortion;
(11) The minimum amount of isolation between subscriber terminals;
(12) Signal leakage;
(13) Operation near aeronautical and marine emergency radio
frequencies;
(14) Receiver-generated interference.
b. INTERFERENCE: THE CONTRACTOR RECOGNIZES THAT SIGNAL LEAKAGE OR
OTHER INTERFERENCE, INCLUDING EMISSION, RADIATION, OR INDUCTION, FROM THE
CABLE SYSTEM THAT AFFECTS THE AIR NAVIGATIONAL, COMMUNICATIONS, OR
SURVEILLANCE FACILITIES, OR ANY OTHER GOVERNMENT ELECTRONIC DEVICE OR EQUIPMENT
LOCATED ON THE BASE MAY DISRUPT OR ENDANGER MILITARY ACTIVITIES AND MAY POSE A
THREAT TO THE SAFETY OF BOTH THE PUBLIC AND MILITARY PERSONNEL. THE CONTRACTOR
SHALL TAKE ALL NECESSARY ACTION, INCLUDING TESTING, MAINTENANCE, AND
COORDINATION WITH 650TH ABW/SCT FREQUENCY MANAGEMENT PERSONNEL, TO PREVENT ANY
SUCH LEAKAGE OR INTERFERENCE. UPON RECEIVING NOTICE FROM WHATEVER SOURCE,
INCLUDING THE CONTRACTOR'S OWN TESTING AND MONITORING ACTIVITIES, OF SUCH
LEAKAGE OR INTERFERENCE, THE CONTRACTOR IMMEDIATELY SHALL TAKE CORRECTIVE
ACTION, AT ITS OWN EXPENSE, TO ELIMINATE ANY SUCH LEAKAGE OR INTERFERENCE.
COMPLIANCE WITH THE TECHNICAL STANDARDS SET FORTH OR INCORPORATED IN THIS
AGREEMENT SHALL NOT RELIEVE THE CONTRACTOR OF ITS OBLIGATIONS ARISING UNDER
THIS SUBPARAGRAPH.
43. MEASUREMENTS AND TESTING:
a. The Contractor shall conduct at its own expense and with its own
equipment all tests and measurements recommended or required by the FCC as set
forth in 47 CFR Part 76 as that part exists on the effective date of this
Agreement.
b. At the direction of the Government, the Contractor shall conduct
tests and measurements to demonstrate that the system meets or exceeds the
technical standards set forth in paragraph 42. The Contractor shall, if
requested by the Contracting Officer, provide copies of its semi-annual FCC
Proof of Performance tests to the Government to ensure compliance with these
standards. The government may direct such tests and measurements twice each
calendar year and whenever the government has reasonable cause to believe that
the system does not meet the technical standards set forth in paragraph 42. If
the Contractor should fail such test the Contractor shall pay for the
<PAGE> 16
costs related to such test and if the Contractor is in compliance the
Government shall pay for such tests. Such tests and measurements shall be
conducted by the Contractor at its own expense and with its own equipment and
may include, but will not be limited to, visual signal levels, visual signal
noise measurement, and visual modulation for any and or all activated channels.
Immediately upon completion of any such test or measurement, the Contractor
shall provide the results of such test or measurement, including raw data,
summaries, and conclusions to the government.
44. INSPECTION. The Government, or its designated representative (including a
private contractor, expert, or consultant) may inspect and conduct tests and
measurements of the Contractor's equipment and facilities. Except in the case
of an emergency or a suspected violation of subparagraph b of paragraph 40, the
government shall conduct at its expense such inspections, tests, and
measurements in a manner that will minimize any disruption of the Contractor's
operations.
SUBSECTION B.4 SERVICE STANDARDS AND SUBSCRIBER RELATIONS
45. GENERAL STANDARD. The Contractor shall conduct all of its business on the
Base in a professional and courteous manner.
46. PERFORMANCE EVALUATIONS. The manager of the Contractor's cable system shall
be available for periodic meetings with government personnel to review the
Contractor's performance under this agreement.
47. BUSINESS OFFICE:
a. The Contractor shall maintain a location on the base for purpose of
equipment return by customers and payment of bills. Such facility shall be open
between the hours 8:00 AM to 4:30 PM Monday through Friday. The telephone
number of the Contractor's office shall be publicly listed.
b. The Contractor shall maintain a telephone answering service for
receiving complaints and requests for service and repairs during all hours when
the facility is closed. The telephone number for the answering service shall be
publicly listed and printed on each subscribers monthly bill/statement.
48. BILLING. The Contractor shall maintain a monthly invoice billing system.
Delinquent payment notices shall be sent by mail, and in no event shall such
notices be tacked or otherwise attached to a subscriber's dwelling, vehicle, or
other property.
49. SERVICE AND REPAIRS:
a. The Contractor shall promptly respond to requests for service,
including installation, connection, disconnection, and repairs in conformance
with FCC customer service obligations as provided for in Appendix G.
b. The Contractor shall notify the Contracting Officer and the
Communications-Computer Systems Officer, or such other official as may be
designated by the government, whenever an area-wide or system-wide outage
occurs.
c. The Contractor shall maintain at its business office a log showing:
(1) the date and time of service requests and the date, time and nature of the
response to service requests; (2) the date, approximate time and actual
duration, type and probable cause of all headend, trunk or distribution line
service failures due to causes other than routine testing or maintenance. The
Contractor shall provide at its own expense on a monthly basis its Engineering
Vital Signs Report for quality assurance and renewal considerations.
<PAGE> 17
50. COMPLAINTS:
a. The Contractor shall promptly and courteously respond to subscriber
complaints, including complaints brought to the Contractor's attention by the
Contracting Officer acting as the common agent for individual subscribers.
b. The Contractor shall maintain at its main business office a written
record of all written complaints received during the prior one year, showing
the identity of the subscriber, the nature of the complaint, and the
Contractor's response, including the date of response, and time duration to
restore service. The Contractor shall permit the Government to inspect such
record upon reasonable notice and the Contractor shall provide at its own
expense a copy of such record to the government upon request.
c. The Contractor shall notify all subscribers upon commencing service
and annually thereafter, that any complaints not satisfactorily resolved by the
Contractor should be reported to the Contracting Officer.
51. INTERRUPTION OF SERVICE:
a. The Contractor shall at all times maintain the system in good
condition and repair to provide uninterrupted service in conformance with the
standards and requirements set forth in this Agreement.
b. The Contractor shall limit to the shortest time possible any
interruption of service for the purpose of maintaining, repairing, or upgrading
the system. Preplanned interruptions shall be preceded by notice on the system
to subscribers and shall, if possible, occur during periods of lowest
subscriber viewing.
c. In the event that service to any subscriber is interrupted, for any
reason, for more than 24 continuous hours in any 24-hour period, the subscriber
shall receive a pro rata rebate for such interruption on the subscriber's next
bill. This provision shall not apply to any interruption which is caused solely
by a failure of any equipment at the subscriber's premises which is not
installed or otherwise furnished by the Contractor. If the restoration of the
interrupted service requires access by the Contractor to a subscriber's
premises, no rebate will be required if the Contractor was denied access to the
premises between the hours of 8:00 a.m. and 8:00 p.m.
d. An interruption of service for which a subscriber is entitled to a
rebate occurs when all of the subscribers service is interrupted, or when any
single separately priced tier of service is interrupted.
e. For the purposes of computing the duration of an interruption of
service, said period shall begin when the Contractor receives notice from a
subscriber that service has been interrupted or when the Contractor has actual
or constructive notice of said interruption, whichever is earlier, and shall
cease when the service has been restored to the subscriber.
52. PRIVACY:
a. The Contractor shall operate the system in a manner that protects
against invasions of any subscriber's privacy and in conformance with the
subscriber privacy requirements of federal law.
b. The Contractor may obtain and use information which identifies any
subscriber on an individual basis only to the extent necessary for installation
of service, rendering service requested by a subscriber, maintenance, billing,
and accounting purposes, or as otherwise required by law or this Agreement, or
as expressly authorized in writing by a subscriber.
<PAGE> 18
53. INFORMATION TO SUBSCRIBERS:
a. The Contractor shall provide each subscriber with each bill the
following information:
(1) Telephone numbers for service and complaints, including
the after business hours telephone number required by paragraph 47.
(2) Notice of the subscribers right to rebate in accordance
with paragraph 51.
b. The Contractor shall provide other information and notice that may
be required by this Agreement or by the Contracting Officer.
SUBSECTION B.5 APPLICABLE TECHNICAL ORDERS, SPECIFICATIONS, REGULATIONS AND
MANUALS
54. DOCUMENTS INCORPORATED BY REFERENCE. The Contractor shall comply with the
standards and requirements set forth in the following regulations and manuals:
(1) The cable television rules and regulations of the FCC,
including the rules and regulations set forth in 47 CFR 9 Part 76, Oct 1993.
(2) Federal Aviation Administration Standards for Markers and
Lighting Obstruction to Air Navigation, Aug 91.
(3) National Electrical Code 1993,
(4) National Electrical Safety Code, NB-RES-29
(5) AFR 70-3, Cable Television (CATV) Systems on USAF
Installations, Oct 88.
(6) AFR 88-14, Visual Air Navigation Facilities, Apr 90.
(7) AFOSH Std 127-66, General Industrial Operations, Mar 82.
(8) AFR 92-1, Fire Protection Program, Dec 88.
(9) DoD Directive 5500.7 & 5500.7-R Joint Ethics Regulation
(10) AFR 127-12, Air Force Occupational Safety and Health,
May 90.
SECTION C. GOVERNMENT FURNISHED PROPERTY AND SERVICE
The government will provide:
a. All required publications and documentation.
b. Cable plant drawings of the utility poles or under ground
conduits as requested.
c. Class "C" telephone service at the microwave receiver site.
d. Utilities to include electricity and water.
e. Space for the headend site.
f. Trash pickup and disposal service from Contractor's
Microwave Receiver Site.
<PAGE> 19
APPENDIX A
INSTALLATION GUIDELINES
<PAGE> 20
APPENDIX A
INSTALLATION GUIDELINES
INTERIOR INSTALLATION
1. CATV CABLE. Cable shall be concealed behind ceiling or walls or as indicated
on drawings approved by the Contracting Officer. Cable shall be threaded
through holes bored in the approximate centerline of wood members; notching of
end surfaces is not permitted. In rooms or areas not provided with ceilings or
wall finish, cables and outlets shall be installed so that a room finish may
be applied in the future without disturbing the cable or resetting the boxes.
Cable shall not be run along interior walls or baseboards.
2. OUTLETS. Each outlet plate in the CATV system shall be provided with an
outlet box, toggle bolts, or other suitable securing method approved by the
BCE. Boxes shall not be less than 1-inch deep unless shallower boxes are
required by structural conditions. Boxes shall be set flush with the finished
walls and shall be provided with the proper type of extension rings or plaster
covers where required. Boxes shall be rigidly installed and shall be supported
by bar hangers in frame construction or shall be fastened directly with wood
screws on wood, bolts and expansion shields on concrete or brick, toggle bolts
on hollow masonry units, and machine screws on metal. Welded threaded studs
driven in by a powder charge and provided with lock washers and nuts are
acceptable in lieu of expansion shields.
3. LOCATION. The Contractor shall study the building plans in relation to the
spaces and equipment surrounding each outlet so the outlets are located
according to the room layout. CATV outlets shall be installed not less than 12
inches and not more than 18 inches above the floor surface or from any
electrical outlet.
4. DEVICE PLATES. One-piece device plates shall be provided for all outlets.
Plates on unfinished walls or on fittings shall be of zinc-coated sheet metal
having rounded or beveled edges. Plates on finished walls shall be of metal
with counter sunk heads, with color to match the finish of the plate. Plates
shall be installed with all four edges in continuous contact with finished wall
surfaces without the use of mats or similar devices. Plaster fillings are not
permitted. Plates shall be installed vertically and with an alignment tolerance
of one-sixteenth inch. Device plates shall have a rigid, threaded CATV
termination mounted in the center.
5. TERMINAL CONNECTION CABLE. The Contractor shall provide each subscriber with
the appropriate number and appropriate length of cable to allow the
subscriber's receiver to be connected to the outlet. Terminal connection cable
shall not exceed 10 feet.
EXTERIOR INSTALLATION
6. BUILDING SERVICE. The diameter of any holes passing through walls shall not
exceed the to conduit by more than one-eighth inch. All exterior holes will be
angled 15 degrees from the horizontal, so as reduce the chance of rain water
run-in, and shall be sealed to prevent entry of moisture and insects.
7. EXTERIOR MOUNTING. Cables shall be installed parallel or at right angles to
walls or structural members. Mounting shall follow building lines, where
possible (i.e., brick, mortar, siding), in straight horizontal and vertical
lines, with bends tied to building comers.
a. Mounting cable on buildings shall be conducted in accordance with
the highest industry standards. Cable mounting shall be rigid, supported with
clamps spaced at interests not to exceed 6 feet.
b. Where government-furnished conduit is supplied for CATV (i.e., new
dorms, new VOQ), exterior cable mounting is prohibited.
8. SERVICE DROPS. Aerial service drop mounting shall be parallel to utilities
and or phone lines.
<PAGE> 21
a. Dual Drops. Where dual aerial service drops are used, they shall be
dual type cable to present a clean appearance.
b. Where government-furnished conduit is supplied for CATV service
drops, aerial service drops and alternate underground routes are prohibited.
9. CLEARANCES. The CATV cabling shall not conflict with or cause any other
cabling to violate ground or power line clearance criteria unless a waiver has
been granted by the base civil engineer or a designated representative.
a. Waivers. If at any time the required clearances can't be met, the
franchisee may request a waiver from the base civil engineer.
b. Overlashing. Overlashing of abandoned CATV lines is not be
permitted.
10. BASE TRAILER PARK. The Contractor shall not run overhead distribution
cables in the trailer park areas unless there are existing overhead utility
lines. All drop cables to individual trailers shall be underground regardless
of whether the existing drop cables or utilities are overhead or underground.
11. UNDERGROUND CONNECTIONS:
a. Under paved areas and roadways, the CATV cables shall be installed
in conduit not less than 2 inches in diameter. Conduit shall be zinc-coated
rigid steel or schedule 40 PVC. Conduit shall be extended not less than 2 feet
beyond pavements and roadways, when such roadway is used for vehicular traffic.
Under heavily traveled roadways, conduit shall be installed by boring.
Pavement may be cut and repaired in an approved manner on lesser traveled roads
on approval of the base civil engineer.
b. Trenches in which direct burial cables are placed shall have a
minimum depth of 18 inches below grade, shall be not less than 6 inches wide,
and shall generally be in straight lines between cable connections. Bends in
trenches shall have a radius of not less than 36 inches. A marker tape 6-inches
below grade shall be used above all direct burial cable. Tape shall bear the
warning "CABLE TV".
EXCAVATION AND BACKFILLING
12. EXCAVATION PERMIT. The Contract or shall obtain an excavation permit from
the base civil engineer or a designated representative before commencing any
digging or excavation on the Base.
13. EXCAVATION METHODS. Excavation by backhoe is permitted, except:
a. Hand digging is required within 4 feet of existing utilities
indicated on the contract drawings or otherwise brought to the attention of the
Contractor during the term of this Agreement; and,
b. Hand digging is required in areas immediately adjacent to and
within approximately 1 foot of buildings.
14. BACKFILLING OPERATIONS. Backfilling of areas excavated to allow cable
installation and the void remaining at the location shall be accomplished with
well-pulverized soil. During backfilling operations, each 12-inch layer of soil
shall be compacted to a CE 55 density of at least 95 percent. Sealing of
backfill by jetting of water is not permitted. The top 4 inches of backfill
material shall consist of a well-pulverized soil containing not less than 50
percent topsoil. Affected areas shall be seeded after backfilling.
<PAGE> 22
15. OPEN EXCAVATION. Open excavation shall be barricaded when Contractor
personnel are not present in the immediate vicinity of the work site. Under no
circumstances shall open excavations remain at the completion of the workday.
At each location where excavation has been initiated, the Contractor shall
ensure backfilling operations are completed before the end of the workday.
16. PAVEMENT CUTS. Pavement cuts, where necessary, shall be made only after the
approval of the location and circumstances by the base civil engineer. Traffic
shall be maintained over at least half the width of the pavement, unless
otherwise directed by the Base Commander. Traffic barricades and warning lights
to mark the excavation shall be provided by the Contractor. The restored
pavement shall be equal to or better than the original pavement and at least
one-quarter inch greater in thickness than existing pavement.
17. DUST CONTROL. The Contractor shall maintain all excavations, embankments,
stockpiles, access roads, and all other work areas free from excess dust to
avoid causing a hazard or nuisance to base personnel and surrounding
facilities. Approved temporary methods consisting of sprinkling, chemical
treatment, light bituminous treatment or similar methods are permitted to
control dust. Dust control shall be performed as the work proceeds and whenever
a dust nuisance or hazard occurs.
18. REPAIR OF LAWN AREAS. Lawn areas rutted by equipment or otherwise damaged
shall be leveled by the addition of topsoil or otherwise repaired by tilling
and leveling. These areas shall be seeded to match the existing vegetation
or the vegetation that existed before damage.
19. SEEDING. Damaged or backfilled areas shall be resodded or seeded and
fertilized by Contractor to match the vegetation existing before the damage.
Sod, seed, and fertilize types and mixtures will be approved by the contracting
Officer.
20. FINAL CLEANUP. After the work is completed, the work site shall be returned
to its original state.
<PAGE> 23
APPENDIX B
RULES OF PRACTICE AND PROCEDURE
FOR CABLE TELEVISION FRANCHISE
RENEWAL PROCEEDINGS
<PAGE> 24
APPENDIX B
RULE 1. SCOPE OF RULES; CONSTRUCTION.
(a) These rules govern cable television franchise renewal proceedings
conducted by the Air Force pursuant to Section 626(c)(1) of the Cable
Communications Policy Act of 1984 (the Cable Act), Pub. L. 98-549, 98 Stat.
2779, 47 U.S.C. 521 et seq, as amended by the Cable Television Consumer
Protection and Competition Act of 1992, P.L. 102-385, Section 18, Air Force
Regulation 70-3. In any situation not provided for or controlled by these
rules, the Rules of Civil Procedure for the District Courts of the United
States may be considered as guidance.
(b) These rules shall be construed to secure the just and expeditious
resolution of renewal proceedings.
(c) In computing any period of time under these rules, Saturdays,
Sundays, and legal holidays observed by the Federal Government shall be
excluded.
RULE 2. PARTIES; REPRESENTATION.
(a) The parties in a proceeding conducted pursuant to these rules are
the cable television franchise operator seeking renewal and the Air Force.
There is no right of intervention.
(b) Any party shall have the right to participate in the proceeding
and appear at a hearing in person, by counsel, or by representative, to examine
and cross-examine witnesses, and to introduce into the record documentary or
other relevant evidence. Each attorney or other representative shall file a
letter or notice of appearance with the Base Commander prior to the
commencement of the proceeding, or with the hearing officer after the
commencement of the proceeding.
RULE 3. COMMENCEMENT OF PROCEEDING.
(a) Within 20 days after issuing, pursuant to Section 626(c)(1) of the
Cable Act, 47 U.S.C. 546 a preliminary assessment that a franchise should not
be renewed, the Base Commander shall commence a renewal proceeding by issuing a
letter of appointment designating a hearing officer.
(b) The Base Commander shall provide written notice of the
commencement of the proceeding to the operator within five days of the
appointment of the hearing officer. The notice shall provide the name, address,
and telephone number of the hearing officer.
(c) The Base Commander shall provide prompt notice of the commencement
of the proceeding to the Base community.
RULE 4. APPOINTMENT OF HEARING OFFICER.
The Base Commander shall appoint as hearing officer a designated Judge Advocate
(lieutenant colonel or higher) or an attorney-advisor (GS/GM-14 or higher),
possessing the qualifications set forth in paragraph 9 of AFR 70-3.
RULE 5. AUTHORITY OF HEARING OFFICER.
The hearing officer shall have all authority necessary to conduct a fair and
impartial proceeding, including, but not limited to, the following:
(1) Administer oaths and affirmations.
(2) Examine witnesses.
(3) Rule upon questions of law, evidence, and procedure.
(4) Conduct conferences for the settlement of issues by the
consent of the parties.
<PAGE> 25
(5) Establish schedules for the production of evidence and the
submission of proposed findings of fact and other pleading.
(6) Convene and regulate the course of conferences and hearing.
(7) Prepare findings of fact, conclusions, and recommendations.
(8) Take all actions and make all rulings necessary to discharge the
duties of hearing officer.
RULE 6. CONFERENCES.
(a) Within 15 days of the commencement of the proceeding, the hearing
officer shall convene the parties in conference, either by telephone or in
person, to consider:
(1) Simplification and clarification of the issues.
(2) Stipulations, admissions, agreements, and rulings to
govern the admissibility of evidence, or other similar
means of avoiding unnecessary proof.
(3) Schedules and rulings to facilitate the production of
evidence.
(4) Limitation of witnesses.
(5) Any other matter that may expedite and aid the disposition
of the proceeding.
(b) The hearing officer may convene additional conferences at any time
during the course of the proceeding.
(c) The hearing officer may require a conference to be
stenographically or electronically recorded.
(d) The hearing officer may issue an order setting forth actions
taken as a result of a conference.
RULE 7. PRODUCTION OF EVIDENCE.
(a) In accordance with Section 626 of the Cable Act, 47 U.S.C. 546 the
parties are entitled to require the production of evidence. To expedite the
proceeding, the operator may request by letter, and the Air Force shall provide
promptly in response to such request, all nonprivileged documents and other
tangible things concerning or related to the renewal of the franchise,
including, but not limited to, evidence considered by the Air Force in issuing
a preliminary assessment that the franchise should not be renewed. The parties
may, and are encouraged to complete the production of evidence through the use
of informal procedures.
(b) In addition to the informal procedure set forth in a above, the
parties may require, subject to limitations established by the hearing officer,
the production of evidence by the following methods:
(1) Requests for the production of documents or other tangible
things.
(2) Requests for admissions.
(3) Written interrogatories.
(c) Depositions upon oral examination are not permitted except when
expressly approved by the hearing officer. Such approval shall be granted only
upon a showing by the party desiring to take depositions that (i) the party,
has made a good faith effort to obtain all the information it seeks through the
methods for the production of evidence set forth in a and b above; and (ii) the
party will be seriously prejudiced if not permitted to take depositions.
(d) Except as otherwise limited by order of the hearing officer
according to these rules, the parties may require the production of evidence
regarding any matter, not privileged, which is relevant to the subject matter
involved in the proceeding, including the existence, description, nature,
custody, condition, and location of any books, documents, or other tangible
things and the identity and location of persons having knowledge of any
discoverable matter. It is not a ground for objection that the information
sought will be inadmissible if the information sought appears reasonably
calculated to lead to the discovery of admissible evidence.
(e) The hearing officer may make any order with respect to the
production of evidence necessary to ensure a fair hearing and to protect a
party or person from annoyance, embarrassment, oppression, or undue burden or
expense.
(f) Unless otherwise provided by the hearing officer, and to the
extent consistent with these rules, the form, scope, and use of the methods for
the production of evidence set forth in b and c above, shall be governed by the
Federal Rules of Civil Procedure for the United States District Courts.
<PAGE> 26
RULE 8. HEARING PROCEDURES.
(a) Unless otherwise directed by the hearing officer, a hearing will
begin within 60 days of the commencement of the proceeding. The parties may
consent, by written agreement, to waive a hearing and submit all evidence and
argument in writing.
(b) The hearing officer shall designate and provide reasonable notice
to the parties of the date, time and place of the hearing. The hearing shall be
open to the public.
(c) Witnesses at the hearing will testify under oath or affirmation. A
party or the hearing officer may obtain an answer from any witness to any
question that is not the subject of an objection sustained by the hearing
officer. The parties have the right to cross-examine any witness.
(d) Unless otherwise directed by the hearing officer, the Air Force
shall open the hearing by presenting evidence supporting the preliminary
assessment not to grant renewal. The operator shall then present evidence to
support renewal.
(e) All hearings shall be electronically or stenographically reported.
All evidence upon which the hearing officer relies for decision shall be
contained in the transcript of testimony, either directly or by appropriate
reference. All exhibits introduced as evidence shall be marked for
identification and incorporated into the record. Transcripts may be obtained,
at the expense of the requesting party, from the official reporter.
RULE 9. CLOSING OF THE RECORD.
(a) If a hearing is held, the record of the proceeding shall be closed
by announcement by the hearing officer when the taking of testimony has been
concluded. The hearing officer may direct the record to be closed as of a
future specified date in order to permit the admission into the record of
exhibits to be prepared, provided that the parties stipulate on the record that
they waive the opportunity to cross-examine or present evidence with respect to
such exhibits.
(b) If, pursuant to Rule 8(a), the parties waive a bearing, the record
of the proceeding shall be closed by the hearing officer by notice to the
parties.
RULE 10. ADMISSIBILITY AND WEIGHT OF EVIDENCE.
(a) Any relevant evidence may be received. The hearing officer may
exclude relevant evidence to avoid unfair prejudice, confusion of the issues,
undue delay, or needless presentation of cumulative evidence. Hearsay evidence
is admissible unless the hearing officer finds such evidence to be unreliable
or untrustworthy.
(b) The hearing officer will determine the weight to be given to
evidence and the credibility to be accorded witnesses.
(c) Generally, unless otherwise provided by statute or these rules,
the bearing officer shall consider the Federal Rules of Evidence as guidance in
making evidentiary rulings.
RULE 11. PROPOSED FINDINGS AND CONCLUSIONS
(a) On its own initiative, each party may, or at the direction of the
hearing officer, each party shall submit proposed findings of fact and
conclusions. Unless otherwise directed by the hearing officer, the proposed
findings and conclusions shall be submitted within 15 days of either the close
of the record of the proceeding, or the receipt of the transcript, whichever
date is later.
<PAGE> 27
(b) Proposed findings of fact shall be set forth in serially numbered
paragraphs and shall set out in detail and with particularity all basic
evidentiary facts developed on the record (with appropriate citations to the
record) supporting the conclusions proposed by the party. Proposed conclusions
shall be stated separately.
RULE 12. HEARING OFFICER'S RECOMMENDATION.
(a) Within 25 days after the receipt of the parties' proposed findings
of fact and conclusions, the hearing officer shall prepare and present to the
Base Commander his or her Findings of Fact, Conclusions, and Recommendation.
(b) The Findings of Fact, Conclusions, and Recommendation shall be
based solely on the record of the proceedings. If it is the recommendation of
the hearing officer that renewal be denied, such recommendation must be based
upon a finding supported by a preponderance of the evidence that the operator
has failed to satisfy one or more of the requirements set forth in Section
626(c)(1) of the Cable Act, 47 U.S.C. 546. In addition, such recommendation must
be consistent with Section 626(d) of the Cable Act, 47 U.S.C. 546.
RULE 13. BASE COMMANDER'S DECISION.
(a) Within 15 days after receiving the hearing officer's Findings of
Fact, Conclusions, and Recommendation, the Base Commander, as the franchising
authority, shall issue a written decision granting or denying renewal. The Base
Commander may adopt as his or her own, and may incorporate in his or her
decision by reference the hearing officer's Findings of Fact and Conclusions.
(b) For the purposes of Section 626(f) of the Cable Act, 47 U.S.C.
546(f), the decision of the Base Commander shall be final.
<PAGE> 28
APPENDIX C
CONTRACT CLAUSES
<PAGE> 29
APPENDIX C
PAGE 1 of 11
CONTRACT CLAUSES
1. CLAUSES AND PROVISIONS
(a) Clauses and provisions from the Federal Acquisition Regulation (FAR) and
supplements thereto are incorporated in this document by reference and in full
text. Those incorporated by reference have the same force and effect as if they
were given in full text.
(b) Clauses and provisions in this document will be numbered in sequence, but
will not necessarily appear in consecutive order.
2. REQUIRED INSURANCE
Reference FAR clause entitled "Insurance Work on a Government Installation" the
Contractor shall, at its own expense, procure and thereafter maintain the
following kinds of insurance with respect to performance under the contract.
a. Workmen's Compensation and Employers Liability Insurance as required by law
except that if this contract is to be performed in a State which does not
require or permit private insurance, then compliance with the statutory or
administrative requirements in any such State will be satisfactory. The required
Workmen's Compensation insurance shall extend to cover employer's liability for
accidental bodily injury or death and for occupational disease with a minimum
liability limit of $100,000.
b. General Liability Insurance. Bodily injury liability insurance, in the
minimum limits of $500,000 per occurrence shall be required on the comprehensive
form of policy.
c. Automobile Liability Insurance. This insurance shall be required on the
comprehensive form of policy and shall provide bodily injury liability and
property damage liability covering the operation of all automobiles used in
connection with the performance of the contract. At least the minimum limits of
$200,000 per person and $500,000 per occurrence for bodily injury and $20,000
per occurrence for property damage shall be required.
(IAW FAR 28.306(b))
3. SAFETY AND ACCIDENT PREVENTION (APR 1984) AF FAR SUP 5352.223-9000
(a) In performing work under this contract on a Government installation, the
Contractor shall--
(1) Conform to the specific safety requirements established by this contract;
(2) Comply with the safety rules of the Government installation that concern
related activities not directly addressed in this contract;
(3) Take all reasonable steps and precautions to prevent accidents and preserve
the life and health of Contractor and Government personnel performing or in any
way coming in contact with the performance of this contract; and
(4) Take such additional immediate precautions as the Contracting Officer may
reasonably require for safety and accident prevention purposes.
<PAGE> 30
APPENDIX C
PAGE 2 of 11
(b) If this contract is performed on an Air Force installation, the Air Force
Occupational Safety and Health Standards (AFOSH) developed in accordance with
AFR 127-12, Air Force Occupational Safety, Fire Prevention, and Health Program
in effect on the date of this contract, apply. If contract performance is on
other than an Air Force installation, the Contractor shall comply with the
safety rules of that Government installation, in effect on the date of this
contract.
(c) The Contracting Officer may, by written order, direct additional AFOSH and
safety and accident standards as may be required in the performance of this
contract and any adjustments resulting from such direction will be in accordance
with the Changes clause of this contract.
(d) Any violation of these safety rules and requirements, unless promptly
corrected as directed by the Contracting Officer, shall be grounds for
termination of this contract in accordance with the Default clause of this
contract.
(IAW AF FAR SUP 5323.9002)
4. BASE SUPPORT (JUL 1992) AFMC FAR SUP 5352.245.9000
Base support will be provided by the Government to the contractor in accordance
with the provisions of this clause. Failure by the contractor to comply with the
provisions of this clause will release the Government, without prejudice, from
its obligation to provide base support by the date(s) required. If warranted,
and if the contractor has complied with the provisions of this clause, an
equitable adjustment will be made if the Government fails to provide base
support by the date(s) required.
(a) Base support includes Government-controlled working space, material,
equipment, services (including automatic data processing), or other support
(excluding use of the Defense Switched Network (DSN) which the Government
determines can be made available at, or through, any Air Force installation
where this contract will be performed. All Government property in the possession
of the contractor, provided through the base support clause, will be used and
managed in accordance with the Government Property clauses.
(b) The Air Force installations providing the support will be listed in
subparagraph (e), and the Government support to be furnished by each
installation under this contract will be listed in subparagraph (f).
(c) Unless otherwise stipulated in the contract schedule, support will be
provided on a no-charge-for-use basis and the value will be a part of the
Government's contract consideration.
(d) The contractor agrees to immediately report (with a copy to the cognizant
CAO) inadequacies, defective Government Furnished Property (GFP) or
nonavailability of support stipulated by the contract schedule, together with a
recommended plan for obtaining the required support. The Government agrees to
determine (within 10 workdays) the validity and extent of the involved
requirement and the method by which it will be fulfilled (e.g., purchase,
rental, lease, GFP, etc.). Facilities will not be purchased under this clause.
Additionally, the contractor (or authorized representative) will not purchase,
or otherwise furnish any base support requirement provided by the clause (or
authorize others to do so), without prior written approval of the Contracting
Officer regarding the price, terms, and conditions of the proposed purchase, or
approval of other arrangements.
<PAGE> 31
APPENDIX C
PAGE 3 of 11
(e) Following are installations where base support will be provided:
Edwards AFB, CA
(f) The Government support to be furnished under this contract is reflected in
Section C of this Franchise Agreement. Because of the nature and location(s) of
the work performed, the value of such equipment is undeterminable. The
contractor shall not incur any cost resulting from nonsupport prior to
Contracting Officer concurrence in accordance with this clause.
(IAW AFMC FAR SUP 5345.106-90(a))
5. FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE JUN 1988
This contract incorporates one or more clauses by reference, with the same force
and effect as if they were given in full text. Upon request, the Contracting
Officer will make their full text available.
(IAW FAR 52.107(b))
<TABLE>
<S> <C>
6. 52.202-1 DEFINITIONS SEP 1991
(IAW FAR 2.201)
7. 52.203-1 OFFICIALS NOT TO BENEFIT APR 1984
(IAW FAR 3.102-2)
8. 52.203-3 GRATUITIES APR 1984
(IAW FAR 3.202)
9. 52.203-5 COVENANT AGAINST CONTINGENT FEES APR 1984
(IAW FAR 3.404(c))
10. 52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT JUL 1985
(IAW FAR 3.503-2)
11. 52.203-7 ANTI-KICKBACK PROCEDURES OCT 1988
(IAW FAR 3.502-3)
12. 52.203-9 REQUIREMENT FOR CERTIFICATE OF PROCUREMENT NOV 1990
INTEGRITY -- MODIFICATION
</TABLE>
(a) Definitions. The definitions set forth in FAR 3.104-4 are hereby
incorporated in this clause.
(b) The Contractor agrees that it will execute the certification set forth in
paragraph (c) of this clause when requested by the Contracting Officer in
connection with the execution of any modification of this contract.
(c) Certification. As required in paragraph (b) of this clause, the officer or
employee responsible for the modification proposal shall execute the following
certification:
<PAGE> 32
APPENDIX C
PAGE 4 of 11
CERTIFICATE OF PROCUREMENT
INTEGRITY -- MODIFICATION (NOV 1990)
(1) I, John Hutton (Name of certifier) am the officer or employee responsible
for the preparation of this modification proposal and hereby certify that, to
the best of my knowledge and belief, with the exception of any information
described in this certification, I have no information concerning a violation or
possible violation of subsection 27(a), (b), (d), or (f) of the Office of
Federal Procurement Policy Act, as amended* (41 U.S.C. 423), (hereinafter
referred to as "the Act"), as implemented in the FAR occurring during the
conduct of this procurement (contract and modification number).
(2) As required by subsection 27(e)(1)(B) of the Act, I further certify that to
the best of my knowledge and belief, each officer, employee, agent,
representative, and consultant of Cable TV Fund 12-BCD Venture (Name of Offeror)
who has participated personally and substantially in the preparation or
submission of this proposal has certified that he or she is familiar with, and
will comply with the requirements of subsection 27(a) of the Act, as implemented
in the FAR, and will report immediately to me any information concerning a
violation or possible violation of subsections 27(a), (b), (d) or (f) of the
Act, as implemented in the FAR, pertaining to this procurement.
(3) Violations or possible violations: (Continue on plain bond paper if
necessary and label Certificate of Procurement Integrity -- Modification
(Continuation Sheet), ENTER "NONE" if NONE EXISTS)
None
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Signature of the officer or employee responsible for the modification proposal
and date)
________________________________________________________________________________
(Typed name of the officer or employee responsible for the modification
proposal)
John Hutton
________________________________________________________________________________
*Subsections 27(a), (b), and (d) are effective on December 1, 1990. Subsection
27(f) is effective on June 1, 1991.
THIS CERTIFICATION CONCERNS A MATTER WITHIN THE JURISDICTION OF AN AGENCY OF THE
UNITED STATES AND THE MAKING OF A FALSE, FICTITIOUS, OR FRAUDULENT CERTIFICATION
MAY RENDER THE MAKER SUBJECT TO PROSECUTION UNDER TITLE 18, UNITED STATES CODE,
SECTION 1001.
(End of Certification)
<PAGE> 33
APPENDIX C
PAGE 5 of 11
(d) In making the certification in paragraph (2) of the certificate, the officer
or employee of the competing Contractor responsible for the offer or bid, may
rely upon a one-time certification from each individual required to submit a
certification to the competing Contractor, supplemented by periodic training.
These certifications shall be obtained at the earliest possible date after an
individual required to certify begins employment or association with the
contractor. If a contractor decides to rely on a certification executed prior to
the suspension of section 27 (i.e., prior to December 1, 1989), the Contractor
shall ensure that an individual who has so certified is notified that section 27
has been reinstated. These certifications shall be maintained by the Contractor
for a period of 6 years from the date a certifying employee's employment with
the company ends or, for an agency, representative, or consultant, 6 years from
the date such individual ceases to act on behalf of the contractor.
(e) The certification required by paragraph (c) of this clause is a material
representation of fact upon which reliance will be placed in executing this
modification.
(IAW FAR 3.104-10(b))
<TABLE>
<S> <C>
13. 52.203-10 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY SEP 1990
(IAW FAR 3.104-10(c))
14. 52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS JAN 1990
(IAW FAR 3.808(b))
15. 52.208-3 CONFLICTS APR 1984
(IAW FAR 8.309-3)
16. 52.209-6 PROTECTING THE GOVERNMENT'S INTEREST WHEN SUBCONTRACTING WITH NOV 1992
CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT
(IAW FAR 9.409(b))
17. 52.215-2 AUDIT-NEGOTIATION FEB 1993
(IAW FAR 15.106-2(b))
18. 52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS AND SMALL DISADVANTAGED FEB 1990
BUSINESS CONCERNS
IAW FAR 19.708(a))
19. 52.219-13 UTILIZATION OF WOMEN-OWNED SMALL BUSINESSES AUG 1986
(IAW FAR 19.902)
20. 52.220-1 PREFERENCE FOR LABOR SURPLUS AREA CONCERNS APR 1984
</TABLE>
(a) This acquisition is not a set aside for labor surplus area (LSA) concerns.
However, the offeror's status as such a concern may affect (1) entitlement to
award in case of tie offers or (2) offer evaluation in accordance with the Buy
American Act clause of this solicitation. In order to determine whether the
offeror is entitled to a preference under (1) or (2) above, the offeror must
identify, below, the LSA in which the costs to be incurred on account of
manufacturing or production (by the offeror or the first-tier subcontractors)
amount to more than 50 percent of the contract price.
- - ------------------------------------------------------
- - ------------------------------------------------------
<PAGE> 34
APPENDIX C
PAGE 6 of 11
(b) Failure to identify the locations as specified above will preclude
consideration of the offeror as an LSA concern. If the offeror is awarded a
contract as an LSA concern and would not have otherwise qualified for award, the
offeror shall perform the contract or cause the contract to be performed in
accordance with the obligations of an LSA concern.
<TABLE>
<S> <C>
(IAW FAR 20.103(b))
21. 52.220-3 UTILIZATION OF LABOR SURPLUS AREA CONCERNS APR 1984
(IAW FAR 20.302(a))
22. 52.222-1 NOTICE TO THE GOVERNMENT OF LABOR DISPUTES APR 1984
(IAW FAR 22.101-1(e), and 22.103-5(a))
23. 52.222-3 CONVICT LABOR APR 1984
(IAW FAR 22.202)
24. 52.222-4 CONTRACT WORK HOURS AND SAFETY STANDARDS ACT -- OVERTIME COMPENSATION MAR 1986
(IAW FAR 22.305)
25. 52.222-26 EQUAL OPPORTUNITY APR 1984
(IAW FAR 22.810(e))
26. 52.222-35 AFFIRMATIVE ACTION FOR SPECIAL DISABLED AND VIETNAM ERA VETERANS APR 1984
(IAW FAR 22.1308(a)(1), and DFARS 222.1308(a)(1))
27. 52.222-36 AFFIRMATIVE ACTION FOR HANDICAPPED WORKERS APR 1984
(IAW FAR 22.1408(a))
28. 52.222-37 EMPLOYMENT REPORTS ON SPECIAL DISABLED VETERANS AND VETERANS OF THE VIETNAM ERA JAN 1988
(IAW FAR 22.1308(b))
29. 52.223-2 CLEAN AIR AND WATER APR 1984
(IAW FAR 23.105(b))
30. 52.223-6 DRUG-FREE WORKPLACE JUL 1990
(IAW FAR 23.505(b))
31. 52.225-11 RESTRICTIONS ON CERTAIN FOREIGN PURCHASES MAY 1992
(IAW FAR 25.704)
32. 52.227-1 AUTHORIZATION AND CONSENT APR 1984
(IAW FAR 27.201-2(a))
33. 52.227-2 NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT INFRINGEMENTS APR 1984
(IAW FAR 27.202-2)
34. 52.228-5 INSURANCE -- WORK ON A GOVERNMENT INSTALLATION SEP 1989
(IAW FAR 28.310(a))
</TABLE>
<PAGE> 35
APPENDIX C
PAGE 7 of 11
<TABLE>
<S> <C>
35. 52.229-4 FEDERAL, STATE, AND LOCAL TAXES (NONCOMPETITIVE CONTRACT) JAN 1991
(IAW FAR 29.401-4)
36. 52.229-5 TAXES--CONTRACTS PERFORMED IN U.S. POSSESSIONS OR PUERTO RICO APR 1984
(IAW FAR 29.401-5)
37. 52.232-1 PAYMENTS APR 1984
(IAW FAR 32.111(a)(1))
38. 52.232-8 DISCOUNTS FOR PROMPT PAYMENT APR 1989
(IAW FAR 32.111(c)(1))
39. 52.232-11 EXTRAS APR 1984
(IAW FAR 32.111(d)(2))
40. 52.232-17 INTEREST JAN 1991
(IAW FAR 32.617(a) and 32.617(b))
41. 52.232-23 ASSIGNMENT OF CLAIMS JAN 1986
(IAW FAR 32.806(a)(1))
42. 52.232-25 PROMPT PAYMENT SEP 1992
For the purposes of this clause the blank(s) are completed as follows:
(b)(2) 30th Day
(IAW FAR 32.908(c) and AFAC 92-27 (Item D1))
43. 52.233-1 DISPUTES DEC 1991
(IAW FAR 33.215)
44. 52.233-3 PROTEST AFTER AWARD AUG 1989
(IAW FAR 33.106(b))
45. 52.237-2 PROTECTION OF GOVERNMENT BUILDINGS, EQUIPMENT, AND VEGETATION APR 1984
(IAW FAR 37.110(b))
46. 52.242-13 BANKRUPTCY APR 1991
(IAW FAR 42.903)
47. 52.243-1 CHANGES--FIXED-PRICE AUG 1987
(IAW FAR 43.205(a)(1))
</TABLE>
48. DELIVERY ORDER PROCEDURES
The requirement to provide cable television services to the Federal
buildings identified in the document titled "List of Federal Facilities to
Receive CATV Services", which shall be issued separate from and subsequent to
this Franchise Agreement by the Contracting Officer, shall be initiated by the
issuance of a Blanket Delivery Order. The Blanket Delivery Order will specify
the exact number, location and type of cable television services to be provided,
along with the exact price for the service. The Blanket Delivery Order dollar
amount will be a "Not To Exceed" amount. The Contractor shall not exceed the
amount shown on the Blanket Delivery Order. The Contractor shall immediately
notify the Contracting Officer if it is believed that the Not to Exceed amount
will need to be increased to allow further continuance of services.
49. RESERVED
<PAGE> 36
APPENDIX C
PAGE 8 of 11
<TABLE>
<S> <C>
50. 52.243-1 Alternate I APR 1984
(IAW FAR 43.205(a)(2))
51. 52.246-25 LIMITATION OF LIABILITY -- SERVICES APR 1984
(IAW FAR 46.805(a)(4))
51A. 52.249-2 TERMINATION FOR CONVENIENCE OF THE GOVERNMENT (FIXED PRICE) APR 1984
(IAW FAR 49.502(b)(1)(i))
52. 252.203-7000 STATUTORY PROHIBITIONS ON COMPENSATION TO FORMER DEPARTMENT OF DEFENSE EMPLOYEES DEC 1991
(IAW DFARS 203.170-4)
53. 252.203-7001 SPECIAL PROHIBITION ON EMPLOYMENT APR 1993
(IAW DFARS 203.570-5)
54. 252.204-7003 CONTROL OF GOVERNMENT PERSONNEL WORK PRODUCT APR 1992
(IAW DFARS 204.404-70(b))
55. 252.219-7008 PILOT MENTOR PROTEGE PROGRAM OCT 1992
(IAW DFARS 219.7107)
56. 252.223-7006 PROHIBITION ON STORAGE AND DISPOSAL OF TOXIC AND HAZARDOUS MATERIALS APR 1993
(IAW DFARS 223.7103)
57. 252.225-7012 PREFERENCE FOR CERTAIN DOMESTIC COMMODITIES DEC 1991
(IAW DFARS 225.7002-4(a))
58. 252.225-7031 SECONDARY ARAB BOYCOTT OF ISRAEL JUN 1992
(IAW DFARS 225.770-5)
59. 252.231-7000 SUPPLEMENTAL COST PRINCIPLES DEC 1991
(IAW DFARS 231.100-70)
60. 252.232-7006 REDUCTION OR SUSPENSION OF CONTRACT PAYMENTS UPON FINDING OF FRAUD AUG 1992
(IAW DFARS 232.111-70)
61. 252.233-7000 CERTIFICATION OF CLAIMS AND REQUESTS FOR ADJUSTMENT OR RELIEF APR 1993
(IAW DFARS 233.7001)
62. 252.242-7000 POSTAWARD CONFERENCE DEC 1991
(IAW DFARS 242.570)
63. 252.243-7001 PRICING OF CONTRACT MODIFICATIONS DEC 1991
(IAW DFARS 243.205-71)
64. 252.247-7023 TRANSPORTATION OF SUPPLIES BY SEA DEC 1991
</TABLE>
(a) Definition.
As used in this clause --
(1) "Components" means articles, materials, and supplies incorporated directly
into end products at any level of manufacture, fabrication, or assembly by the
Contractor or any subcontractor.
<PAGE> 37
APPENDIX C
PAGE 9 of 11
(2) "Department of Defense" (DoD) means the Army, Navy, Air Force, Marine Corps,
and defense agencies.
(3) "Foreign flag vessel" means any vessel that is not a U.S.-flag vessel.
(4) "Ocean transportation" means any transportation aboard a ship, vessel, boat,
barge, or ferry through international waters.
(5) "Subcontractor" means a supplier, materialman, distributor or vendor at any
level below the prime contractor whose contractual obligation to perform results
from, or is conditioned upon, award of the prime contract and who is performing
any part of the work or other requirement of the prime contract.
(6) "Supplies" means all property, except land and interests in land, that is
clearly identifiable for eventual use by or owned by the DoD at the time of
transportation by sea.
(i) An item is clearly identifiable for eventual use by the DoD if, for example,
the contract documentation contains a reference to a DoD contract number or a
military destination.
(ii) "Supplies" includes (but not limited to) public works; buildings and
facilities; ships; floating equipment and vessels of every character, type, and
description, with parts, subassemblies, accessories, and equipment; machine
tools; material; equipment; stores of all kinds; end items; construction
materials; and components of the foregoing.
(7) "U.S.-flag vessel" means a vessel of the United States or belonging to the
United States, including any vessel registered or having national status under
the laws of the United States.
(b) The Contractor shall employ U.S.-flag vessels in the transportation by sea
of any supplies to be furnished in the performance of this contract. The
Contractor and its subcontractors may request that the Contracting Officer
authorize shipment in foreign-flag vessels, or designate available U.S.-flag
vessels, if the Contractor or a subcontractor believes that--
(1) U.S.-flag vessels are not available for timely shipment;
(2) The freight charges are inordinately excessive or unreasonable; or
(3) Freight charges are higher than charges to private persons for
transportation of like goods.
(c) The Contractor must submit any request for use of other than U.S.-flag
vessels in writing to the Contracting Officer at least 45 days prior to the
sailing date necessary to meet its delivery schedules. The Contracting Officer
will process requests submitted after such date(s) as expeditiously as possible,
but the Contracting Officer's failure to grant approvals to meet the shipper's
sailing date will not of itself constitute a compensable delay under this or any
other clause of this contract. Requests shall contain a minimum--
(1) Type, weight, and cube of cargo;
(2) Required shipping date;
(3) Special handling and discharge requirements;
(4) Loading and discharge points;
(5) Name of shipper and consignee;
<PAGE> 38
APPENDIX C
PAGE 10 of 11
(6) Prime contract number; and
(7) A documented description of efforts made to secure U.S.-flag vessels,
including points of contact (with names and telephone numbers) with at least
two U.S.-flag carriers contacted. Copies of telephone notes, telegraphic and
facsimile messages or letters will be sufficient for this purpose.
(d) The Contractor shall, within 30 days after each shipment covered by this
clause, provide the Contracting Officer and the Division of National Cargo,
Office of Market Development, Maritime Administration, U.S. Department of
Transportation, Washington DC 20590, one copy of the rated on board vessel
operating carrier's ocean bill of lading, which shall contain the following
information --
(1) Prime contact number;
(2) Name of vessel;
(3) Vessel flag of registry;
(4) Date of loading;
(5) Port of loading;
(6) Port of final discharge;
(7) Description of commodity;
(8) Gross weight in pounds and cubic feet if available;
(9) Total ocean freight in U.S. dollars; and
(10) Name of the steamship company.
(e) The Contractor agrees to provide with its final invoice under this contract
a representation that to the best of its knowledge and belief --
(1) No ocean transportation was used in the performance of this contract;
(2) Ocean transportation was used and only U.S.-flag vessels were used for all
ocean shipments under the contract;
(3) Ocean transportation was used, and the Contractor had the written consent of
the Contracting Officer for all non-U.S.-flag ocean transportation; or
(4) Ocean transportation was used and some or all of the shipments were made on
non-U.S.-flag vessels without the written consent of the Contracting Officer.
The Contractor shall describe these shipments in the following format:
ITEM
CONTRACT
DESCRIPTION
LINE ITEMS
<PAGE> 39
APPENDIX C
PAGE 11 of 11
QUANTITY
TOTAL
(f) If the final invoice does not include the required representations, the
Government will reject and return it to the Contractor as an improper invoice
for the purposes of the Prompt Payment clause of this contract. In the event
there has been unauthorized use of non-U.S.-flag vessels in the performance of
this contract, the Contracting Officer is entitled to equitably adjust the
contract, based on the unauthorized use.
(g) The Contractor shall include this clause, including this paragraph (g), in
all subcontracts under this contract, which exceed the small purchase limitation
of section 13.000 of the Federal Acquisition Regulation.
(IAW DFARS 247.573(b))
<PAGE> 40
APPENDIX D
CABLE SERVICE RATES
<PAGE> 41
RATES AND CHARGES
<TABLE>
<S> <C>
BASIC SERVICE: EDWARDS AFB
LIMITED BASIC SERVICE 10.00
TIER 1 SERVICE 5.00
ADD'L OUTLET
PIONEER CONV RENTAL
BASIC ONLY CONV RENTAL
REMOTE CONTROL 2.50/3.50
HBO 10.00/6.00
CINEMAX 10.00/6.00
DISNEY 8.00/4.00
SHOWTIME 10.00/6.00
TMC 6.00/3.00
PLAYBOY 10.00/6.00
PAYS ON ADD'L OUTLET 1/2 PRICE IF DUPLICATED
INSTALLATION: RES. DORM
EDWARDS INSTALL 29.95 15.00
TRANSFER 15.00
PRE-WIRED INSTALL
POST-WIRED INSTALL
DELINQUENT RECON 40.00
ADD OUTLET (TIME OF INSTALL) INCLUDED (up to 2)
ADD OUTLET (SEPARATE TRIP) 15.00
RELOCATE OUTLET 15.00
NO TRUCK CHG OF SERVICE 1.99
CUST CAUSED TROUBLE CALL 20.31
DEPOSIT 25.00
</TABLE>
<PAGE> 42
APPENDIX E
ETHERNET RATES
<PAGE> 43
[JONES INTERCABLE LETTERHEAD]
93-032
November 16, 1993
Mr. John Kellas
650 ABW/SCX
10 South Seller Avenue
EAFB, CA 93524-1110
Dear John:
This letter is in response to your request for additional
information/clarification in reference to the November 9th ETHERNET cost
proposal. First of all, let me give clarification to the Service, Monthly
Charge, and Installation columns which appeared as follows on the November 9th
proposal:
<TABLE>
<CAPTION>
SERVICE MONTHLY CHARGE INSTALLATION
------- -------------- ------------
<S> <C> <C>
Flat Fee (For Five Years) $1,000 Waived
Bridge/Router Access/Site $ 200 Waived
Single PC/4-Mbit Access/Site $ 53 $130 (Private Installation)
Single PC/500-Kbit /Site $ 27 $130 (Private Installation)
</TABLE>
FLAT FEE:
This charge is to cover capital expenditure necessary to install the
transportation network for the ETHERNET (Please note that under the installation
heading here we inadvertently typed the word waived; it should have appeared N/A
for non-applicable). The $1,000 per month for 5 years or 60 months was based on
a capital expenditure of $47,071 with a 10% cost of money discount rate applied.
This equates to approximately $60,000 over a 5 year period (See Exhibit A for
specific breakout). If you prefer an up front one time cash payment as opposed
to the 60 month $1,000 payment, then the total amount for the transportation
network installation would be $47,071.
BRIDGER ROUTER:
This section refers to a 4-Mbit access site in which we would bear the cost for
installation and maintenance of the required data modulator. In general terms,
this would be for connections to LAN's. For the service and hardware there would
be a $200 monthly charge and no installation fee.
41551 Tenth Street West, Palmdale, CA 93551 805-947-3130
<PAGE> 44
SINGLE PC/4-MBIT:
This would apply to where the base or a private individual would hook a single
PC into a 4-Mbit access site. The cost to either the base or private individual
would be $53 per month. The installation fee for the base would be waived.
However, a private individual would be required to pay a $130 installation fee.
SINGLE PC/500-KBIT:
This is a slower 500-Kbit data stream designed for private individuals at a
reduced monthly charge of $27 and an installation fee of $130.
As with our standard cable TV service, installation is contingent on existing
plant's proximity to requested installation site.
Attached is a modified/reworded version of our original cost proposal (Exhibit
B). Should you require any additional information, please do not hesitate to
call me at (805) 947-3130.
Sincerely yours,
/s/ CRAIG W. CHASE
Craig W. Chase
Engineering Manager
<PAGE> 45
EXHIBIT A
MATERIAL LABOR BREAKOUT
<TABLE>
<CAPTION>
COST
DESCRIPTION QUANTITY PER UNIT TOTAL
<S> <C> <C> <C>
Zenith Data Translator 1 $2,723.50 $ 2,723.50
Trunk Amp & Corresponding L.E. Reverse Modules 42 $ 434.50 $18,249.00
Letro 60 Volt Power Supply Upgrade (Includes 3 batteries
per unit) 8 $1,430.00 $11,440.00
Headend Modulator Channel Conversion Drawers 1 Set $ 995.00 $ 995.00
Headend Processor Channel Conversion Drawers 1 Set $ 985.00 $ 985.00
Miscellaneous Parts, Connectors, Wire, and Electrical
Switches $1,212.00 $ 1,212.00
----------
$35,604.50
Engineering 180 Hrs $ 30.00 $ 5,400.00
Installation & System Set-Up 559 $ 22.00 $12,298.00
----------
$17,698.00
GRAND TOTAL $53,302.50
</TABLE>
* Revised on 6/23/94 to include "P" housing area
<PAGE> 46
EXHIBIT B
COST PROPOSAL
<TABLE>
<CAPTION>
SERVICE MONTHLY CHARGE INSTALLATION
<S> <C> <C>
Flat Fee (For Five Years) $1,000 N/A
Bridge/Router Access/Site $ 200 Waived
Single PC/4-Mbit Access/Site $ 53 $130 (Private Installation)
Waived (Based Installation)
Single PC/500-Kbit/Site $ 27 $130 (Private Installation)
</TABLE>
<PAGE> 47
APPENDIX F
CHANNEL LINE-UP
<PAGE> 48
EDWARDS AFB
CHANNEL LINE-UP
<TABLE>
<C> <S>
LIMITED BASIC SERVICE
2 KCBS-TV -- Los Angeles CBS
3 KAV-TV -- Local Origination
4 KNBC-TV -- Los Angeles NBC
5 KTLA -- Los Angeles Independent
6 The Command Channel
7 KABC-TV -- Los Angeles ABC
8 KCET -- Los Angeles PBS
9 KCAL -- Los Angeles Independent
10 Sneak Prevue -- PPV Highlights
11 KTTV -- Los Angeles Independent
12 Mind Extension University
13 KCOP -- Los Angeles Independent
14 KHIZ -- Victorville Independent
15 AV Buyers Network
16 TBS Superstation -- Atlanta
17 KLCS -- Los Angeles PBS
18 KSCI -- San Bernardino European/Filipino
19 TBN -- Trinity Broadcast Network
20 C-SPAN
21 WGN Superstation -- Chicago
22 KWHY -- Los Angeles Business/Spaish
PREMIUM AND PAY-PER-VIEW SERVICES
23 REQUEST PAY-PER-VIEW
24 VIEWERS CHOICE PAY-PER-VIEW
25 ACTION PAY-PER-VIEW
26 HBO
27 CINEMAX
28 DISNEY CHANNEL
29 SHOWTIME
30 THE MOVIE CHANNEL
62 PLAYBOY
LIMITED BASIC SERVICE (continued)
31 Home Shopping Network
32 KRCA -- Riverside Asian/Armenian
33 KVEA -- Los Angeles Spanish
34 KMEX -- Los Angeles Spanish
35 KPAL -- Local Independent
</TABLE>
<PAGE> 49
<TABLE>
<C> <S>
TIER ONE SERVICE
36 E! Entertainment Television
37 American Movie Classics
38 CNBC -- Consumer New & Business Channel
39 CNN -- Cable News Network
40 The Weather Channel
41 Prime Ticket
42 ESPN -- Entertainment & Sports Programming
43 USA Network
44 TNT -- Turner Network Television
45 The Nashville Network
46 Lifetime
47 The Family Channel
48 Nickelodeon
49 Cartoon Network
50 Arts & Entertainment Network
51 The Discovery Channel
52 BET -- Black Entertainment TV
53 MTV
54 VH-1
55 Comedy Central
*56 The Food Network
57 Unlicensed Channel
58 ESPN 2
</TABLE>
*Beginning June 1, 1994
<PAGE> 50
APPENDIX G
CUSTOMER SERVICE OBLIGATIONS
<PAGE> 51
76.305(c) July 1, 1993
93-145
FEDERAL COMMUNICATIONS COMMISSION RULES -- PART 76
(c) The records specified in paragraph (a) of this section shall be
retained for the periods specified in sec.sec. 76.207, 76.221(f), 76.79
76.225(c), 76.601(c), and 76.601(e), respectively. (Revised 92-61, 6/30/92)
(d) REPRODUCTION OF RECORDS.
Copies of any material in the public inspection file shall be available for
machine reproduction upon request made in person, provided the requesting party
shall pay the reasonable cost of reproduction. Requests for machine copies shall
be fulfilled at a location specified by the system operator, within a reasonable
period of time, which in no event shall be longer than seven days. The system
operator is not required to honor requests made by mail but may do so if it
chooses. (Revised 77-205, 5/16/77)
76.307 SYSTEM INSPECTION.
The operator of a cable television system shall make the system, its public
inspection file, (if required by sec. 76.305), and its records of regards of
subscribers available for inspection upon request by any authorized
representative of the Commission at any reasonable hour. (Revised 77-205,
5/16/77)
76.309 CUSTOMER SERVICE OBLIGATIONS.
(a) A cable franchise authority may enforce the customer service standards
set forth in paragraph (c) of this section against cable operators. The
franchise authority must provide affected cable operators ninety (90) days
written notice of its intent to enforce the standards.
(b) Nothing in this rule should be construed to prevent or prohibit:
(1) A franchising authority and a cable operator from agreeing to
customer service requirements that exceed the standards set forth in
paragraph (c) of this section;
(2) A franchising authority from enforcing, through the end of the
franchise term, pre-existing customer service requirements that
exceed the standards set forth in paragraph (c) of this section and
are contained in current franchise agreements;
(3) Any State or any franchising authority from enacting or enforcing
any consumer protection law, to the extent not specifically
preempted herein; or
(4) The establishment or enforcement of any State or municipal law or
regulation concerning customer service that imposes customer service
requirements that exceed, or address matters not addressed by the
standards set forth in paragraph (c) of this section.
<TABLE>
<S> <C> <C>
FCC/76-95 -56-
RULES SERVICE CO. COPYRIGHT, 1993 WASHINGTON, D.C.
</TABLE>
<PAGE> 52
July 1, 1993 76.309(c)
93-145
FEDERAL COMMUNICATIONS COMMISSION RULES -- PART 76
(c) Effective July 1, 1993, a cable operator shall be subject to the
following customer service standards:
(1) Cable system office hours and telephone availability --
(i) The cable operator will maintain a local, toll-free or collect
call telephone access line which will be available to its
subscribers 24 hours a day, seven days a week.
(A) Trained company representatives will be available to respond
to customer telephone inquiries during normal business hours.
(B) After normal business hours, the access line may be answered
by a service or an automated response system, including an
answering machine. Inquiries received after normal business
hours must be responded to by a trained company
representative on the next business day.
(ii) Under normal operating conditions, telephone answer time by a
customer representative, including wait time, shall not exceed
thirty (30) seconds when the connection is made. If the call
needs to be transferred, transfer time shall not exceed thirty
(30) seconds. These standards shall be met no less than ninety
(90) percent of the time under normal operating conditions,
measured on a quarterly basis.
(iii) The operator will not be required to acquire equipment or
perform surveys to measure compliance with the telephone
answering standards above unless an historical record of
complaints indicates a clear failure to comply.
(iv) Under normal operating conditions, the customer will receive a
busy signal less than three (3) percent of the time.
(v) Customer service center and bill payment locations will be open
at least during normal business hours and will be conveniently
located.
<TABLE>
<S> <C> <C>
FCC/76-95 -57-
RULES SERVICE CO. COPYRIGHT, 1993 WASHINGTON, D.C.
</TABLE>
<PAGE> 53
76.309(c)(2) JULY 1, 1993
93-145
FEDERAL COMMUNICATIONS COMMISSION RULES -- PART 76
(2) Installations, outages and service calls. Under normal operating
conditions, each of the following four standards will be met no less
than ninety five (95) percent of the time measured on a quarterly
basis:
(i) Standard installations will be performed within seven (7)
business days after an order has been placed. "Standard"
installations are those that are located up to 125 feet from the
existing distribution system.
(ii) Excluding conditions beyond the control of the operator, the
cable operator will begin working on "service interruptions"
promptly and in no event later than 24 hours after the
interruption becomes known. The cable operator must begin
actions to correct other service problems the next business
day after notification of the service problem.
(iii) The "appointment window" alternatives for installations,
service calls, and other installation activities will be
either a specific time or, at maximum, a four-hour time block
during normal business hours. (The operator may schedule
service calls and other installation activities outside of
normal business hours for the express convenience of the
customer.)
(iv) An operator may not cancel an appointment with a customer after
the close of business on the business day prior to the scheduled
appointment.
(v) If a cable operator representative is running late for an
appointment with a customer and will not be able to keep the
appointment as scheduled, the customer will be contacted. The
appointment will be rescheduled, as necessary, at a time which is
convenient for the customer.
[Next Page is No. 58.1]
<TABLE>
<S> <C> <C>
FCC/76-95 -58-
RULES SERVICE CO. COPYRIGHT, 1993 WASHINGTON, D.C.
</TABLE>
<PAGE> 54
July 1, 1993 76.309(c)(3)
93-145
FEDERAL COMMUNICATIONS COMMISSION RULES -- PART 76
(3) Communications between cable operators and cable subscribers --
(i) Notifications to subscribers --
(A) The cable operator shall provide written information on each
of the following areas at the time of installation of
service, at least annually to all subscribers, and at any
time upon request:
(1) Products and services offered:
(2) Prices and options for programming services and
conditions of subscription to programming and other
services;
(3) Installation and service maintenance policies;
(4) Instructions on how to use the cable service;
(5) Channel positions programming carried on the system; and,
(6) Billing and complaint procedures, including the address
and telephone number of the local franchise authority's
cable office.
(B) Customers will be notified of any changes in rates,
programming services or channel positions as soon as possible
through announcements on the cable system and in writing.
Notice must be given to subscribers a minimum of thirty (30)
days in advance of such changes if the change is within the
control of the cable operator. In addition, the cable
operator shall notify subscribers thirty (30) days in advance
of any significant changes in the other information required
by the preceding paragraph.
<TABLE>
<S> <C> <C>
FCC/76-95 -58.1-
RULES SERVICE CO. COPYRIGHT, 1993 WASHINGTON, D.C.
</TABLE>
<PAGE> 55
76.309(c)(3)(ii) JULY 1, 1993
93-145
FEDERAL COMMUNICATIONS COMMISSION RULES -- PART 76
(ii) Billing --
(A) Bills will be clear, concise and understandable. Bills must
be fully itemized, with itemizations including, but not
limited to, basic and premium service charges and equipment
charges. Bills will also clearly delineate all activity
during the billing period, including optional charges,
rebates and credits.
(B) In case of a billing dispute, the cable operator must respond
to a written complaint from a subscriber within 30 days.
(iii) Refunds -- Refund checks will be issued promptly, but no later
than either --
(A) The customer's next billing cycle following resolution of the
request or thirty (30) days, whichever is earlier, or
(B) The return of the equipment supplied by the cable operator if
service is terminated.
(iv) Credits -- Credits for service will be issued no later than the
customer's next billing cycle following the determination that a
credit is warranted.
(4) Definitions --
(i) Normal business hours --
The term "normal business hours" means those hours during which
most similar business in the community are open to serve
customers. In all cases, "normal business hours" must include
some evening hours at least one night per week and/or some
weekend hours.
<TABLE>
<S> <C> <C>
FCC/76-95 - 58.2 -
RULES SERVICE CO. COPYRIGHT, 1993 WASHINGTON, D.C.
</TABLE>
<PAGE> 56
JULY 1, 1993 76.309(c)(4)(ii)
93-145
FEDERAL COMMUNICATIONS COMMISSION RULES -- PART 76
(ii) Normal operating conditions --
The term "normal operating conditions" means those service
conditions which are within the control of the cable operator.
Those conditions which are not within the control of the cable
operator include, but are not limited to, natural disasters,
civil disturbances, power outages, telephone network outages,
and severe or unusual weather conditions. Those conditions which
are ordinarily within the control of the cable operator include,
but are not limited to, special promotions, pay-per-view events,
rate increases, regular peak or seasonal demand periods, and
maintenance or upgrade of the cable system.
(iii) Service interruption --
The term "service interruption" means the loss of picture or
sound or one or more cable channels.
76.311 [DELETED] (9/25/85, 85-511)
[Next Page is No. 59]
<TABLE>
<S> <C> <C>
FCC/76-95 -58.3 -
RULES SERVICE CO. COPYRIGHT, 1993 WASHINGTON, D.C.
</TABLE>
<PAGE> 1
SECOND AMENDMENT TO FRANCHISE AGREEMENT
THIS SECOND AMENDMENT To Franchise Agreement ("Amendment"), Made and
Entered into on the 1st day of September 1994, by and between the City of
Tampa, Florida, a municipal corporation of the State of Florida (hereinafter
"City") and Cable TV Fund 12-BCD Venture, a Colorado Joint Venture (hereinafter
"Franchisee").
WITNESSETH:
WHEREAS, Franchisee is the successor to that certain Franchise
Agreement, which by reference incorporates, inter alia, the Bid Application for
the Cable Television Franchise submitted by Tampa Cable Television, Inc.,
(hereinafter "Franchise") dated December 30, 1982, between City and Tampa Cable
Television, Inc., ("TCT") as amended by the Amendment to Franchise Agreement
(hereinafter "First Amendment") dated October 6, 1986, between City and TCT and
approved by Jones Intercable, Inc., whereby City granted a nonexclusive
franchise for the construction and operation of a cable television system; and
WHEREAS, various obligations and commitments in the Franchise and the
First Amendment require modification; and
WHEREAS, City and Franchisee have held numerous discussions regarding
the outstanding issues and have reached a full and satisfactory resolution of
them; and
WHEREAS, City and Franchisee desire to resolve various matters in
dispute with regard to Franchisee's compliance with its obligations and
commitments under the Franchise and the First Amendment;
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the parties hereto agree as follows:
Section 1. Franchisee has established a Summer Jobs Program providing
summer employment at the system for at least four (4) youths of high school age
who are residents of Tampa. Franchisee will continue this program until the end
of the Franchise term and will, in cooperation with City officials, utilize the
services of the Private Industry Council's summer jobs program and the Career
Experience Program in locating suitable applicants.
Section 2. Within ninety-six (96) hours of receipt by Franchisee of
notification from City of the feedpoint location desired by City, Franchisee
will provide City with a satellite uplink feed via IDB, Incorporated, uplink
carrier or another suitably qualified carrier from any location served by
Franchisee.
<PAGE> 2
Franchisee will be responsible for all cable system and other transportation
costs and all labor involved in establishing the uplink connection. City shall
be responsible for all uplink charges imposed by IDB or the substitute uplink
carrier.
Section 3. Franchisee shall maintain its origination facilities and
equipment, at a minimum, in the quality and condition existing on the effective
date of this Amendment. Franchisee commits to a minimum expenditure of Two
Hundred Seven Thousand Dollars ($207,000.00) annually on the production of
local origination programming through the end of the current Franchise term.
Section 4. Through the end of the current Franchise term, Franchisee
commits to a minimum expenditure of at least One Hundred Thousand Dollars
($100,000.00) annually for maintenance and capital upgrade of public access
equipment and to a minimum expenditure of at least Four Hundred
Fifty Thousand Dollars ($450,000.00) annually for providing public access
service at the level of programming in existence on the effective date of this
Amendment. Upon establishment of an independent entity for the administration
of public access production and programming, Franchisee shall transfer to such
entity all public access responsibility and ownership of the existing public
access center equipment. At such time as the independent entity is lawfully
established, it shall provide notice to Franchisee that it is ready to accept
ownership of the public access center equipment. Franchisee shall, within
thirty (30) days of such notification, provide the independent entity with a
"Certificate of Title Transfer" containing an itemization of the equipment
being transferred which shall correspond in all material respects with the
equipment listed on Schedule A hereto. In connection with the establishment of
said independent entity, City shall require that there be established by the
entity, prior to undertaking any administration of public access
responsibilities, operating rules which shall include prohibitions of any
obscene programming and appropriate and lawful limitations on indecent
programming. The operating rules shall also prohibit use of public access
channels for any commercial purpose or for any unlawful uses.
Section 5. In conjunction with a high school located in the City of
Tampa, Franchisee shall implement, as a test site, the American Memory Project
in order to provide high school students interactive access to multimedia
educational material from the Library of Congress. Following the implementation
of such Project, Franchisee shall issue a report to City.
Section 6. Franchisee shall construct an Institutional Network (the
"Network") using fiber optic technology. A description of the Network is
attached as Schedule B. Initial activation of the Network shall occur nine (9)
months after City has approved the design of the Network as specified in
Schedule B
2
<PAGE> 3
hereto with final completion ninety (90) days thereafter. Franchisee shall
coordinate the construction and location of the Network with City. Once the
Network is complete, City is responsible for any changes, modifications or
relocations made to the Network. City's use of the Network's transmission
facilities will be at no charge to City as long as City continues to use the
Network; however, City shall provide its own terminal equipment at its own
cost. Franchisee shall maintain ownership and operational control of the
Network, and shall maintain the Network at no cost to City. Franchisee shall
expend an amount of funds sufficient to develop and construct the Network as
specified in Schedule B.
Section 7. At such time as Franchisee or any cable television entity
related to Jones Intercable, Inc. commences testing of digital compression
technology, Franchisee shall conduct the same or similar tests in the City of
Tampa, provided such tests commence prior to January 1, 1996. Franchisee shall
issue a report to the City promptly upon completion of such tests.
Section 8. Franchisee may carry the "bulletin board" programming on
any public access channel during periods when not in use for public access
programming; provided, that Franchisee dedicates current Channel 19 for use as
a second Government Access Channel.
Section 9. Upon execution of this Amendment, Franchisee shall provide
City with a monetary grant in the amount of Five Hundred Thousand Dollars
($500,000.00) to be used by City for the following City projects: the radio
towers acquisition and demolition; the Tampa Museum of Art forecourt
construction; and the Curtis Hixon public boat dock construction. City reserves
the right to revise the foregoing projects from time to time at its discretion
without obtaining the consent of Franchisee.
Section 10. City and Franchisee agree that this Amendment is for the
purpose of resolving various matters in dispute with regard to Franchisee's
compliance with its obligations and commitments under the Franchise and the
First Amendment including, without limitation, all matters itemized in the
letter to Franchisee from City dated July 10, 1990, all subsequent
correspondence, and any and all other claimed franchise compliance matters.
City releases Franchisee from any obligations provided in the Franchise or the
First Amendment that conflict with this Amendment.
Section 11. City and Franchisee agree that, provided that Franchisee
complies with the terms and conditions of this Amendment and the terms and
conditions of the Franchise and the First Amendment that are not in conflict
herewith, this Amendment evidences the parties resolution of the matters in
dispute referred to in Section 10 of this Amendment, and, as of the date of
execution of this Second Amendment, brings Franchisee into full compliance with
the terms, conditions and obligations of the Franchise and the First Amendment.
3
<PAGE> 4
Section 12. Franchisee shall not claim the costs associated with
compliance with this Amendment as "external" costs under Federal rate
regulation procedures. Accordingly, no costs associated with the resolution of
the matters in dispute referred to in Section 10 of this Amendment will be
passed on to Franchisee's subscribers.
Section 13. The parties acknowledge that certain terms and obligations
set forth in the Franchise and the First Amendment are inconsistent with
certain provisions of this Amendment. Accordingly, all terms or provisions of
the Franchise or the First Amendment conflicting with the amended terms set
forth above are deleted to the extent of any conflict.
Section 14. If any one or more of the covenants, agreements or
provisions of this Amendment shall be held to be contrary to any express
provision of law or contrary to any policy of express law, although not
expressly prohibited, or against public policy, or shall for any reason
whatsoever be held invalid or unenforceable, then such covenants, agreements or
provisions shall be null and void and shall be deemed separate from the
remaining covenants, agreements or provisions of this Amendment.
Section 15. This Amendment shall become effective as of the date set
forth above upon execution by City and Franchisee.
Attest: City of Tampa, Florida
/s/ JANETT S. MARTIN By: /s/ SANDRA J. FREEDMAN
City Clerk Mayor
Cable TV fund 12-BCD Venture,
a Colorado Joint Venture
By Cable TV Fund 12-B, Ltd.,
a Colorado limited partnership
as a Venturer
4
<PAGE> 5
By Cable TV fund 12-C, Ltd.,
a Colorado limited partnership
as a Venturer
By Cable TV Fund 12-D, ltd.,
a Colorado limited partnership,
as a Venturer
By Jones Intercable, Inc.
a Colorado Corporation,
as their General Partner
WITNESSES: By: /s/ RUTH E. WARREN
/s/ THOMAS E. CARLOCK Ruth E. Warren
/s/ KATHERINE A. LEVOY
Title: Group Vice President/
Operations
5
<PAGE> 6
1-13
SCHEDULE A
'94 INVENTORY - PUBLIC ACCESS CENTER
<TABLE>
<CAPTION>
ITEM MODEL SERIAL NO. LOCATION ENTER CONFIRMED
---------------------- --------------------------- ---------------------- ----------------- ------ ----------
<C> <S> <C> <C> <C> <C> <C>
1 Desktop Mic Stand x3 Atlas DS-7 n/a Cabinet 90 6/6/94
2 Boom Mic x2 Sonnheiser M2616 n/a Cabinet 89 6/6/94
3 Phone Cord 25(#) n/a n/a Cabinet 89 6/6/94
4 Uni-directional mic x1 Shure SM-57 n/a Cabinet 88 6/6/94
5 Lav mic x8 Audio Tech AT-831 n/a Cabinet 88 6/6/94
6 Tool box for audio Fish-n-chum 1430 Cabinet 91 6/6/94
7 Image Writer Apple A9M0310 0167351 Drew Park 89 6/6/94
8 Video monitor Panasonic BT-S1300N FA7520219 Dubrack 85 6/6/94
9 VHS VTA Sharp XA-300 009326590 Dubrack 91 6/6/94
10 U-Matic VTR Sony VO-5600 72672 Dubrack 84 6/6/94
11 Countdown generator Laird 1040 7769 Edit 1 84 6/6/94
12 Waveform monitor Leader LOB-586OH 0727688 Edit 1 93 6/6/94
13 Video Monitor Sony PVM-1390 2011576 Edit 2 93 6/6/94
14 Video Monitor Sony PVM-1390 2011806 Edit 2 93 6/6/94
15 U-Matic VTR SONY VO-5850 70349 Edit 2 86 6/6/94
16 Edit controller Sony RM-440 25845 Edit 2 86 6/6/94
17 Video monitor Panasonic BT-S1300N UG3511449 Edit 2 84 6/6/94
18 Video Toaster Newtek 2000 CA1092505 Edit 2 91 6/6/94
19 Computer mouse - Toaster 313254-02 CO1004 Edit 2 91 6/6/94
20 Computer monitor Amiga/Commodore 10845-C 1037843 Edit 2 91 6/6/94
21 U-Matic VTR Sony VO-5800 16597 Edit 2 85 6/6/94
22 U-Matic VTR Sony VO-5850 18211 Edit 2 85 6/6/94
23 TBC - Personal III Amiga Toaster 9301TB31637 Edit 2 93 6/6/94
24 TBC - Personal remote Amiga RC-2000 9301RC2202 Edit 2 93 6/6/94
25 88MB - cartridge Syquest SQ-5110 8200547 Edit 2 93 6/6/94
26 TBC FOR-A 420 1440850 Edit 2 94 6/6/94
27 TBC - Personal remote Digital RC-2000 9311RC2629 Edit 2 94 6/6/94
28 U-matic VTR Sony VO-5850 75334 Edit 2 94 6/6/94
29 Syquest cartridge 88mb 5.25 8200567 Edit 2 94 6/6/94
30 Waveform Monitor Videotek TSM-5A E5843672 Edit 1 90 6/6/94
31 Camera Sony DXC-M3A 11314 Engineering 86 6/6/94
32 Camera Sony DXC-M3 11831 Engineering 83 6/6/94
33 Viewfinder STUDIO Sony DXF-50 17768 Engineering 86 6/6/94
34 Cabinet/metal Beige n/a Engineering 89 6/6/94
35 Video monitor Sharp Linytron 532182 Engineering 89 6/6/94
36 Camera Focus Control Fujinon CFH-3 n/a Engineering 84 6/6/94
37 Video monitor Panasonic BT-S1300N UG3511482 Engineering 84 6/6/94
38 camera zoom control Fujinon SRD92 n/a Engineering 84 6/6/94
39 Waveform Monitor Videotek TSM-5A E3854334 Engineering 89 6/6/94
40 Video router Dynair VSA-60 234754 Engineering 89 6/6/94
41 Vectorscope Videotek VSM-5A V5842225 Engineering 83 6/6/94
42 Camera Control Unit Sony CCU 70014 Engineering 90 6/6/94
43 U-Matic VTR Sony VO-5850 25372 Engineering 85 6/6/94
44 U-Matic VTR Sony VO-5800 30075 Engineering 84 6/6/94
45 U-Matic VTR Sony VO-5800 22281 Engineering 85 6/6/94
46 U-Matic VTR Sony VO-5000 34138 Engineering 84 6/6/94
47 CD Player Carver SD/A-450 926C0752346 Engineering 93 6/6/94
48 Camera Sony DXC-1821 50316 Engineering 89 6/6/94
49 Video monitor Panasonic BT-S1300N UG4454547 Engineering 84 6/6/94
50 Camera lens Sony VCL-1012BY 8850623222 Engineering 89 6/6/94
51 Audio mixer Yamaha MC120411 JX01006 Engineering 94 6/6/94
52 Video monitor Panasonic TC-1330 UG3541322 Engineering 86 6/6/94
53 Vacuum Metro MPV-2 n/a Engineering 94 6/6/94
54 U-Matic VTR Sony V0-5800 72672 Engineering 94 6/6/94
55 Solder iron Weller EC1001 AN001795 Engineering 94 6/6/94
56 Cordless screwdriver Skill 2207 4GUV32 Engineering 94 6/6/94
57 Calculator Sharp EL-11925 n/a Engineering 94 6/6/94
58 Oscilloscope 150 MHz Tektronix 2445 9028210 Engineering 94 6/6/94
59 Multimeter Fluke 27 3605354 Engineering 94 6/6/94
60 Receiver Optimus sta-300 23447 Engineering 94 6/6/94
61 Cable analizer CA-7 n/a Engineering 94 6/6/94
62 CD Player Sony CDP-790 926CO752348 Engineering 93 6/6/94
63 Viewfinder STUDIO Sony DXF-50 17768 Engineering 86 6/6/94
64 Waveform Monitor Videotek TSM-5A E3854334 Engineering 89 6/6/94
65 Camera focus control x3 Canon FM-1 n/a Garage 84 6/6/94
66 Bookshelf 4 tier Grey n/a Garage 89 6/6/94
</TABLE>
<PAGE> 7
2-13
'94 INVENTORY - PUBLIC ACCESS CENTER
<TABLE>
<CAPTION>
ITEM MODEL SERIAL NO. LOCATION ENTER CONFIRMED
---------------------- --------------------------- ---------------------- ----------------- ------ ----------
<C> <S> <C> <C> <C> <C> <C>
67 Collapsible table 7' x 6 n/a n/a Garage 84 6/6/94
68 Camera Tripod Bogen 3031 n/a Garage 86 6/6/94
69 Camera zoom lens Cannon DXC-6000 311046 Garage 84 6/6/94
70 TBC Forte CCHDP 90415405 Garage 94 6/6/94
71 Video Monitor Sony CVM-1270 206276 Headend 85 6/6/94
72 Video monitorx2 Sony PVM-8200 502681 Headend 83 6/6/94
73 Video monitor Sony PVM-8020 011640 Headend 83 6/6/94
74 Slide Controller Kodak 11020 Headend 85 6/6/94
75 Ladder 2 step metal n/a n/a Headend 89 6/6/94
76 TBC FOR-A FA-410 941209 Headend 84 6/6/94
77 Video Monitor B/W Panasonic WV-5381U 67102026 Headend 83 6/6/94
78 Film Chain Remote Laird 2515 n/a Headend 84 6/6/94
79 Slide Projector - dual Z-mark LD4250 YS1A/VT1A Headend 85 6/6/94
80 Multiple AC Outlet n/a n/a Headend 85 6/6/94
81 Character Generator Chyton VP-2 707 Headend 84 6/6/94
82 Video Monitor B/W Panasonic WV-5381U 59104510 Headend 83 6/6/94
83 AV Router X2 Intergroup B10764/9-86 Headend 84 6/6/94
84 Film Chain Control Laird 2513 n/a Headend 84 6/6/94
85 Tuner Panasonic TU 1012T 60017 Headend 84 6/6/94
86 6 input router Dynair n/a Headend 84 6/6/94
87 Video Monitor B/W Panasonic WV-5361U 42Z02426 Headend 84 6/6/94
88 Film Chain Remote Laird 2523 n/a Headend 84 6/6/94
89 Video Monitor B/W Panasonic WV-5361U 44Z02133 Headend 84 6/6/94
90 Video Monitor B/W Panasonic WV-5361U 33Z02760 Headend 84 6/6/94
91 Video Monitor B/W Panasonic WV-5381U 67I02017 Headend 83 6/6/94
92 Intercom base station Telex IC-3M n/a Headend 84 6/6/94
93 Video Monitor B/W Panasonic WV-5361U 42Z02425 Headend 84 6/6/94
94 15 input A/V Router 3M8190400213-6 03840427 Headend 84 6/6/94
95 Video Monitor B/W Panasonic WV-5381U 59104505 Headend 83 6/6/94
96 15 input A/V Router 3M8190400213-6 03840423 Headend 84 6/6/94
97 Audio compr./limiter Valley 440 5461 Headend 6/6/94
98 15 input A/V Router 3M8190400213-6 03840424 Headend 84 6/6/94
99 Converter box DPV5-212-R3 T7C31114487D Headend 6/6/94
100 Video Monitor B/W Panasonic WV-5381U 59104506 Headend 83 6/6/94
101 Video Monitor B/W Panasonic WV-5361U 44Z02132 Headend 84 6/6/94
102 Converter Box DPV5-212-R3 TOA31262245A2 Headend 6/6/94
103 Converter Box DPV5-212-R3 T7C31114427D Headend 6/6/94
104 Audio cart recorder 500DR 901050032701 Headend 84 6/6/94
105 Waveform Monitor Leader LBO-5860B 7100384 Headend 86 6/6/94
106 Vectorscope Leader LVS-5850B 7110334 Headend 90 6/6/94
107 Video router Pana. WJ-225R 67K01755 Headend 84 6/6/94
108 Audio Amplifier Videotek APM8RS 06890971 Headend 84 6/6/94
109 15 imput A/V Router 3M190400213-6 03840426 Headend 84 6/6/94
110 A/V DA Sigma PS501A n/a Headend 84 6/6/94
111 Audio compr./limiter Valley 440 5178 Headend 6/6/94
112 Video monitor Panasonic BT-S1300N FA7340195 Headend 84 6/6/94
113 Video Monitor B/W Panasonic WV-5382 33Z02861 Headend 84 6/6/94
114 Video Monitor B/W Panasonic WV-5382 33Z02591 Headend 84 6/6/94
115 TBC FOR-A FA-410 941163 Headend 84 6/6/94
116 VHS-VTR Panasonic AG-6300 D4HK00121 Headend 85 6/6/94
117 Film Projector NT2-LTI 11552 Headend 85 6/6/94
118 Rack Mount x8 Sony RMM-507 n/a Headend 89 6/6/94
119 U-Matic/SP VTR Sony VP-9000 15096 Headend 91 6/6/94
120 U-Matic/SP VTR Sony VP-9000 14984 Headend 91 6/6/94
121 Video Monitor Sony CVM-1271 2015100 Headend 89 6/6/94
122 Video Monitor Sony CVM-1271 2062561 Headend 89 6/6/94
123 Video Monitor Sony CVM-1271 2015102 Headend 89 6/6/94
124 U-Matic/SP VTR Sony V0-9600 13445 Headend 89 6/6/94
125 Video Stillstore Sony MVR-5500 000191 Headend 87 6/6/94
126 U-Matic/SP VTR Sony VP-9000 14769 Headend 91 6/6/94
127 U-Matic/SP VTR Sony VP-9000 14774 Headend 91 6/6/94
128 Camera Sony DXC-M3 12059 Headend 83 6/6/94
129 U-matic/SP VTR Sony VP-9000 14773 Headend 91 6/6/94
130 U-Matic/SP VTR Sony VP-9000 14765 Headend 91 6/6/94
131 Video Monitor Sony CVM-1270 201525 Headend 85 6/6/94
132 Camera lens Fujinon RM-8B 260629 Headend 88 6/6/94
</TABLE>
<PAGE> 8
3-13
'94 INVENTORY - PUBLIC ACCESS CENTER
<TABLE>
<CAPTION>
ITEM MODEL SERIAL NO. LOCATION ENTER CONFIRMED
---------------------- --------------------------- ---------------------- ----------------- ------ ----------
<C> <S> <C> <C> <C> <C> <C>
133 TBC Remote FOR-A PCU-20 3990018 Headend 94 6/6/94
134 TBC FA-4 n/a Headend 94 6/6/94
135 filmchain Zenmark 2000 Headend 6/6/94
136 Supergen Genlock SG-10 3KSG3068145 Headend 93 6/6/94
137 Computer Keyboard Amiga KQQ099Y0 MT9108 Headend 94 6/6/94
138 VHS-VTR Panasonic AG-6300 A4HL00144 Headend 85 6/6/94
139 Waveform Monitor Leader LBO-5860B 7100384 Headend 86 6/6/94
140 Feather Duster n/a n/a Janitor Closed 89 6/6/94
141 Mop Bucket Metal n/a n/a Janitor Closed 89 6/6/94
142 Push Broom n/a n/a Janitor Closed 89 6/6/94
143 Floor Mop n/a n/a Janitor Closed 89 6/6/94
144 Vectorscope Videotek VSM-5A V2842044 L/O 86 6/6/94
145 Video monitor Sony PVM-8220 5002212 L/O 90 6/6/94
146 Video Monitor Sony PVM-8220 5001081 L/O 86 6/6/94
147 Computer Table Black/Wood n/a Lobby 89 6/6/94
148 Sectional couch (9 piece) plum n/a Lobby 89 6/6/94
149 Glass Coffee Table Glass n/a Lobby 89 6/6/94
150 Computer mouse Apple A2M2070 164623 Lobby 89 6/6/94
151 Video Monitor Sony CVM-2560 203889 Lobby 83 6/6/94
152 U-Matic VTR Sony V0-5000 45331 Lobby 84 6/6/94
153 Lav Mic Audio Tech. AT803B AT586-W7 Location 93 6/6/94
154 Lav Mic Audio Tech. AT803B AT587-J5 Location 93 6/6/94
155 Lav Mic Audio Tech. AT803B AT588-3B Location 93 6/6/94
156 Lav Mic Audio Tech. AT803B AT589-W8 Location 93 6/6/94
157 Lav Mic Audio Tech. AT803B AT590-10 Location 93 6/6/94
158 Lav Mic Audio Tech. AT803B AT591-2 Location 93 6/6/94
159 Lav Mic Audio Tech. AT803B AT592-9 Location 93 6/6/94
160 Lav Mic Audio Tech. AT803B AT593-X1 Location 94 6/6/94
161 Viewfinder Sony DXF-M3A 10288 Location 86 6/6/94
162 Camera Sony DXC-3000A 64198 Location 90 6/6/94
163 Battery Anton NP-1 005982 Location 89 6/6/94
164 Battery Anton NP-1 005996 Location 89 6/6/94
165 Clamps x5 n/a n/a Location 89 6/6/94
166 PZM 30GPB mic Crown 10865 Location 83 6/6/94
167 Lav mic AKG C567 1 Location 89 6/6/94
168 Omni Directional mic EV 635A 9044 Location 88 6/6/94
169 Lav mic x1 Shure SM-7 SM7-2 Location 89 6/6/94
170 Shotgun Sennheiser ME-80 SG1 Location 86 6/6/94
171 Camera Zoom Control Canon Grip-Z9 n/a Location 84 6/6/94
172 2K Softlight Mole-Rich./25914 5360 Location 86 6/6/94
173 Shotgun Sennheiser ME-80 SG2 Location 86 6/6/94
174 Battery Anton NP-1 006000 Location 89 6/6/94
175 14 -14 pin cable x2 n/a n/a Location 84 6/6/94
176 Windscreens x6 Sennheiser MZW415 n/a Location 90 6/6/94
177 Battery Anton NP-1 005500 Location 89 6/6/94
178 Toga light kit Lowell TI-10 n/a Location 89 6/6/94
179 Light kit Century 1052 n/a Location 89 6/6/94
180 Battery Anton NP-1 005501 Location 89 6/6/94
181 Battery Anton NP-1 005994 Location 89 6/6/94
182 Omni Directional Mic EV 635A 9106 Location 86 6/6/94
183 Omni Directional Mic EV 635A 9107 Location 86 6/6/94
184 Omni Directional Mic EV 635A 90103 Location 86 6/6/94
185 Omni Directional Mic Shure SM-58 KGO3 Location 89 6/6/94
186 Light mount clamp Mini Cool n/a Location 88 6/6/94
187 Spot light 75 wattx2 Mini Cool n/a Location 88 6/6/94
188 Cigarrette Power adaptor Mini Cool n/a Location 88 6/6/94
189 Flood light x2 Lowell n/a Location 86 6/6/94
190 Battery x2 Mini Cool n/a Location 88 6/6/94
191 A/C power adaptor x2 Mini Cool n/a Location 88 6/6/94
192 Light mount Mini Cool n/a Location 88 6/6/94
193 Spot light x3 Lowell n/a Location 86 6/6/94
194 Spot light stand x3 Lowell n/a Location 88 6/6/94
195 Flood light x2 Strand n/a Location 86 6/6/94
196 Camera Tripod x1 Bogen 3063 n/a Location 86 6/6/94
197 Portable monitor JVC TM-22U 7009769 Location 85 6/6/94
198 CCD Battery Anton Pro Pak-90 64582S Location 88 6/6/94
</TABLE>
<PAGE> 9
4-13
'94 INVENTORY - PUBLIC ACCESS CENTER
<TABLE>
<CAPTION>
ITEM MODEL SERIAL NO. LOCATION ENTER CONFIRMED
---------------------- --------------------------- ---------------------- ----------------- ------ ----------
<C> <S> <C> <C> <C> <C> <C>
199 CCD Battery Anton Pro Pak-90 64575S Location 88 6/6/94
200 Audio Console Shure M-267 CA313543 Location 83 6/6/94
201 Monitor Kangaroo x1 MO-22U n/a Location 85 6/6/94
202 Battery JVC-NP450 20160 Location 85 6/6/94
203 Battery JVC-20142 20142 Location 87 6/6/94
204 CCD Battery Anton Pro Pak-90 64576S Location 88 6/6/94
205 Battery x5 BP-60 n/a Location 88 6/6/94
206 Headphone x4 Telex 610-1 n/a Location 88 6/6/94
207 Battery tester Microtona 22-031 Location 84 6/6/94
208 Camera head Miller F4256 Location 86 6/6/94
209 Mic stand(shorts) x 3 Atlas n/a Location 89 6/6/94
210 Camera head Miller F4255 Location 86 6/6/94
211 PZM power supply Crown PX18B 019132 Location 86 6/6/94
212 2K Carry case Mole-Richardson 40912 Location 86 6/6/94
213 Battery Anton NP-1 005499 Location 89 6/6/94
214 2K Softlight Mole-Rich./25914 5357 Location 86 6/6/94
215 2K Carry case Mole-Richardson 40916 Location 86 6/6/94
216 Battery Anton NP-1 005997 Location 89 6/6/94
217 Direct Box Stewart ADB-1 A14115 Location 89 6/6/94
218 Tool box -- orange Contico n/a Location 91 6/6/94
219 Video monitor JVC-TM 22U 7009769 Location 85 6/6/94
220 Camera focus control x2 Fujinon CFH-3 n/a Location 84 6/6/94
221 Camera lens Sony VCL-1012BY 8850609515 Location 89 6/6/94
222 Camera lens Sony VCL-1012BY 8850614748 Location 89 6/6/94
223 Camera Tripod Bogen n/a Location 86 6/6/94
224 Camera Sony DXC-3000A 65106 Location 90 6/6/94
225 Battery charger (NP1A) Sony BC1WA 31198 Location 89 6/6/94
226 Camera AC adaptor Sony AC-500 28649 Location 89 6/6/94
227 Battery charger (BP-90) Sony BC-210 18003 Location 83 6/6/94
228 Battery charger (BP-60) Sony BC-1000 11778 Location 89 6/6/94
229 Battery adoptor Sony DC-8 10322 Location 86 6/6/94
230 Camera Sony DXC-M3 12274 Location 83 6/6/94
231 Camera Sony DXC-M3 12065 Location 83 6/6/94
232 Viewfinder ENG Sony DXF-3000 17163 Location 89 6/6/94
233 Viewfinder ENG Sony DXF-M3A 11427SM Location 86 6/6/94
234 Battery adaptor Sony DC-7 14557 Location 83 6/6/94
235 Portable lightx2 MiniCool-Cool Lux Location 94 6/6/94
236 Camera Super VHS Panasonic AG-4600 G3JA00183 Location 94 6/6/94
237 Batteries Super VHS AG-BP212 290693 Location 94 6/6/94
238 Batteries Super VHSx3 AG-BP212 200193 Location 94 6/6/94
239 Omni Directional Mic Shure SM-58 SM5 Location 89 6/6/94
240 Omni Directional Mic Shure SM-58 06 Location 89 6/6/94
241 Omni Directional Mic Shure SM-57 03 Location 89 6/6/94
242 Lav mic x4 AKG C567-E1 n/a Location 89 6/6/94
243 Lav Mic Audio Tech. AT803B AT593-X2 Location 94 6/6/94
244 Viewfinder Sony DXF-M3 11913 Location 86 6/6/94
245 Camera lens Canon 14375 312019 Location 94 6/6/94
246 Wrenchx3 n/a n/a Location 94 6/6/94
247 Viewfinder ENG Sony DXF-3000 21911 Location 94 6/6/94
248 Camera zoomlens Cannon DXC-6000 BVP-300311077 Location 94 6/6/94
249 Headphonesx4 Realistic Nova-40 1, 2, 3, 4 Location 94 6/6/94
250 Headset MX300-B n/a Location 94 6/6/94
251 Viewfinder Sony DXF-M3 11913 Location 86 6/6/94
252 Viewfinder ENG Sony DXF-3000 17163 Location 89 6/6/94
253 Viewfinder ENG Sony DXF-M3A 11427SM Location 86 6/6/94
254 Viewfinder ENG Sony DXF-3000 21911 Location 94 6/6/94
255 Windscreens x6 Sennheiser MZW415 n/a Location 90 6/6/94
256 Wrenchx3 n/a n/a Location 94 6/6/94
257 Omni Directional mic EV 635A 8826 Location 86 6/6/94
258 Calculator T1-5033 0008092 Office 89 6/6/94
259 Executive Phone 20 line x 2 TIE Comm. T-12DSS n/a Office 89 6/6/94
260 Executive Phone 10 line x 2
261 Coffee Cabinet/metal n/a n/a Office 89 6/6/94
262 Computer monitor Macintosh Plus F8388EPM0001A Office 89 6/6/94
263 Computer monitor Macintosh Plus F8388LWM0001A Office 89 6/6/94
264 Fire Cabinet (3 drawer) x2 Grey n/a Office 89 6/6/94
</TABLE>
<PAGE> 10
5-13
'94 INVENTORY - PUBLIC ACCESS CENTER
<TABLE>
<CAPTION>
ITEM MODEL SERIAL NO. LOCATION ENTER CONFIRMED
---------------------- --------------------------- ---------------------- ----------------- ------ ----------
<C> <S> <C> <C> <C> <C> <C>
265 Computer hard drive Macintosh F8380PAM2604A Office 89 6/6/94
266 Laser Writer Apple MO156 A51407SM0156 Office 89 6/6/94
267 Cart/Metal x3 Grey n/a Office 89 6/6/94
268 Front Desk n/a n/a Office 89 6/6/94
269 Computer Keyboard Apple MO110A M835M0110A1772 Office 89 6/6/94
270 Computer Keyboard Apple MO110A G602M0110A2796 Office 89 6/6/94
271 Desk X3 wood/natural n/a Office 6/6/94
272 Desk x4 metal/grey n/a Office 89 6/6/94
273 Refrigerator ERY0550 01787701 Office 89 6/6/94
274 Typewriter Canon AP350 A22011229 Office 89 6/6/94
275 Supply Cabinet x2 Grey n/a Office 89 6/6/94
276 Typewriter table w/wheels metal/wood n/a Office 89 6/6/94
277 Microwave Oven Samsung RE-5520 41101532 Office 93 6/6/94
278 File Cabinet (4 drawer) Beige n/a Office 89 6/6/94
279 File Cabinet (4 drawer) X2 Grey n/a Office 89 6/6/94
280 Computer monitor Macintosh Plus F60420TM0001A Office 89 6/6/94
281 Trash Can x14 Plastic n/a Office 89 6/6/94
282 Computer monitor Macintosh Plus F7320G2M0001A Office 89 6/6/94
283 Bulletin Boards x7 n/a n/a Office 89 6/6/94
284 Video monitor Sharp Linytron 532074 Office 89 6/6/94
285 Video monitor Sharp Linytron 536907 Office 89 6/6/94
286 Computer Keyboard Apple MO110A M835M0110A1776 Office 89 6/6/94
287 Computer Keyboard Apple MO110A M722M0110A0096 Office 89 6/6/94
288 Pencil Sharpener Boston 03053086 Office 89 6/6/94
289 Laminator RPA-400 3122331 Office 94 6/6/94
290 Image Writer Apple A9M0320 1666077 Office 89 6/6/94
291 Stool/metal x4 n/a n/a Office 89 6/6/94
292 Copier Sharp SF8500 86207234 Office 89 6/6/94
293 Postal Weight Scale US Pelouze Y50 Office 89 6/6/94
294 Bookshelf x3 wood n/a Office 89 6/6/94
295 Computer mouse Apple MO100 M712M010048884 Office 89 6/6/94
296 Chair/armless x3 brown n/a Office 89 6/6/94
297 Paper Cutter - metal n/a n/a Office 89 6/6/94
298 Executive Switch Board TIE/Comm. 39-MP1-85 n/a Office 89 6/6/94
299 Computer mouse Apple MO100 M810M010072359 Office 89 6/6/94
300 Chair/arms x2 carmel n/a Office 89 6/6/94
301 Hole Puncher x3 n/a n/a Office 89 6/6/94
302 Video monitor Sharp Linytron 537434 Office 89 6/6/94
303 Chair/Whicker x4 chrome n/a Office 89 6/6/94
304 Video monitor Panasonic CTC-1330V UG-61949 Office 89 6/6/94
305 Computer hard drive Mac/Total Peripherals 501650 Office 89 6/6/94
306 Computer monitor Macintosh L.C. E052BM1M0298 Office 91 6/6/94
307 SmartModem Hayes 1200 A12800153067 Office 90 6/6/94
308 Computer mouse Apple G5431 LT244398C22 Office 93 6/6/94
309 Computer mouse Apple A2M2070 173278 Office 93 6/6/94
310 Postal weight scale UPS Pelouze Z5 Office 89 6/6/94
311 Computer ext. drive Macintosh S85069E Office 89 6/6/94
312 Chairs/arms x3 maroon/chrome n/a Office 6/6/94
313 Chair/arms x1 maroon/wood n/a Office 6/6/94
314 Computer hard drive Macintosh E0500CGMC442 Office 89 6/6/94
315 Computer ext. drive Macintosh S890NFE Office 89 6/6/94
316 Patio set/4 chairs n/a n/a Office 94 6/6/94
317 Handcarts x2 Red n/a Office 90 6/6/94
318 Computer keyboard Macintosh SK0460T003N Office 89 6/6/94
319 Computer hard drive Macintosh 501631 Office 89 6/6/94
320 Computer monitor/drive Macintosh Classic E0490KMM0435 Office 91 6/6/94
321 Video monitor Sharp Linytron 514284 Office 89 6/6/94
322 Handcart/set x1 Grey n/a Office 90 6/6/94
323 Bulletin board/glass n/a n/a Office 6/6/94
324 Trash drums x3 n/a n/a Office 6/6/94
325 Computer mouse Apple M0100 LT046GAKC22 Office 89 6/6/94
326 Converter box General Instrument TIE3126680 Office 6/6/94
327 Converter box General Instrument T8K3906930 Office 6/6/94
328 Converter box General Instrument T7C3114467 Office 6/6/94
329 Computer monitor/drive Macintosh Classic E1249BEMC435LL Office 91 6/6/94
330 Computer mouse Apple MB119HB3C25 Office 92 6/6/94
</TABLE>
<PAGE> 11
6-13
'94 INVENTORY - PUBLIC ACCESS CENTER
<TABLE>
<CAPTION>
ITEM MODEL SERIAL NO. LOCATION ENTER CONFIRMED
---------------------- --------------------------- ---------------------- ----------------- ------ ----------
<C> <S> <C> <C> <C> <C> <C>
331 Computer keyboard Apple M11219W103N Office 92 6/6/94
332 Executive phone 22 line x4 TIE Comm. TC series 3 n/a Office 89 6/6/94
333 Executive phone 12 line x2 TIE Comm. TC-12 n/a Office 89 6/6/94
334 Executive phone 9 line TIE Comm. TC-12 n/a Office 89 6/6/94
335 Executive phone 8 line x4 TIE Comm. TC-8 n/a Office 89 6/6/94
336 Phone net plus x7 Faralion n/a Office 6/6/94
337 Turbo net (phones) Nuvotech n/a Office 6/6/94
338 Computer hard drive Macintosh F7320G2M0001A Office 89 6/6/94
339 Trash bin (recycling paper blue n/a Office 6/6/94
340 First Aid Kits x2 n/a n/a Office 93 6/6/94
341 Thunderscanner hardware Thunderware 8307080 Office 6/6/94
342 Magnetic Tape Deguasser Audio Labs Electronics TD-4 Office 84 6/6/94
343 Computer Keyboard Apple II M1312ENU03N Office 90 6/6/94
344 PICK-UP TRUCK CHEVY Office 84 6/6/94
345 Underdesk file cabinet gray MCA-5520 n/a Office 94 6/6/94
346 Chair (manager) gray E4-BD16-E4-3701 n/a Office 94 6/6/94
347 Desks w/cabinets (teal) x2 n/a n/a Office 94 6/6/94
348 Chairs x25 black E4-NS5-E4-3706 Office, Studio 94 6/6/94
349 Cabinet Blk Metal x2 n/a n/a Office/garage 89 6/6/94
350 Cabinet/Metal x2 Gray n/a Office/garage 89 6/6/94
351 Video Monitor B/W Panasonic WV-5200BU 41Z04294 PVOM 84 6/6/94
352 Video Monitor B/W Panasonic WV-5200BU 41Z04293 PVOM 84 6/6/94
353 Video Monitor B/W Panasonic WV-5200BU 41Z04292 PVOM 84 6/6/94
354 Camera Control unit Sony CCU-M3 10689 PVOM 90 6/6/94
355 Camera Control unit Sony CCU-M3 15905 PVOM 84 6/6/94
356 Camera Control unit Sony CCU-M3 17267 PVOM 85 6/6/94
357 Video Monitor 25" Panasonic CT2583VY AS31330203 Remote van 93 6/6/94
358 Viewfinder STUDIO Sony DXF-50 11925 Remote van 86 6/6/94
359 Lav mic Sony ECM-55B 208255 Remote van 87 6/6/94
360 U-Matic/SP VTR Sony VO-9800 14452 Remote van 90 6/6/94
361 Camera AC Adaptor Sony CMA-7 16396 Remote van 86 6/6/94
362 Camera Sony DXC-3000A 65248 Remote van 90 6/6/94
363 Viewfinder STUDIO Sony DXF-50 17726 Remote van 88 6/6/94
364 Lav mic Sony ECM-55B 211875 Remote van 87 6/6/94
365 Camera control unit Sony CCU 12648 Remote van 90 6/6/94
366 High pass filter x2 Shure A15HP n/a Remote van 89 6/6/94
367 Head/tripodx2 ITE H-14A 16BVHSLT628888 Remote van 86 6/6/94
368 Omni Directional mic EV RE50 8640 Remote van 83 6/6/94
369 14 -14 pin cable 33' x1 n/a n/a Remote van 86 6/6/94
370 14 pin (male/female) barrel n/a n/a Remote van 86 6/6/94
371 BNC puller (long handled) n/a n/a Remote van 6/6/94
372 Pry bar Wonder bar n/a Remote van 86 6/6/94
373 Headset x3 Telex PH-2 n/a Remote van 86 6/6/94
374 14 -14 pin cable 133' x1 n/a n/a Remote van 84 6/6/94
375 Omni Directional mic EV 635A 9238 Remote van 88 6/6/94
376 Camera dolly x3 Gitzo n/a Remote van 88 6/6/94
377 Video router Panasonic 5YKO1389 Remote van 86 6/6/94
378 AC power extension 10' n/a n/a Remote van 6/6/94
379 Audio snake 200' n/a n/a Remote van 89 6/6/94
380 Audio Distribution Videotek VDA-16 n/a Remote van 84 6/6/94
381 Cable reel - camera Hannay C1520/17/18 593918 Remote van 88 6/6/94
382 Mic headx2 Sennheiser ME-88 13988/9 Remote van 90 6/6/94
383 Mic Stand x3 Atlas n/a Remote van 89 6/6/94
384 Audio console Ramsa WR-5212 8560110 Remote van 85 6/6/94
385 C Clamp Van x2 n/a n/a Remote van 86 6/6/94
386 Camera Focus control x2 Fujinon CFH-1 n/a Remote van 86 6/6/94
387 RF Wire Crimper n/a n/a Remote van 89 6/6/94
388 RF Cable 50' n/a n/a Remote van 86 6/6/94
389 Wire stripper n/a n/a Remote van 86 6/6/94
390 Camera Tripod x4 Gitza 20H-12 n/a Remote van 84 6/6/94
391 Headset x5 Telex PH-1 n/a Remote van 83 6/6/94
392 Omni Directional mic EV 635A 9236 Remote van 88 6/6/94
393 Video amplifier x2 Videotek VDA-16 n/a Remote van 86 6/6/94
394 Cable reel - electric Hannay C1520/17/18 593920 Remote van 88 6/6/94
395 Directional mic x2 Shure Sm-58 n/a Remote van 89 6/6/94
396 Shore cable 8' n/a n/a Remote van 86 6/6/94
</TABLE>
<PAGE> 12
7-13
'94 INVENTORY - PUBLIC ACCESS CENTER
<TABLE>
<CAPTION>
ITEM MODEL SERIAL NO. LOCATION ENTER CONFIRMED
-------------------------- --------------------------- ---------------------- ------------- ------ ----------
<C> <S> <C> <C> <C> <C> <C>
397 Shore cable 100(#) x2 n/a n/a Remote van 86 6/6/94
398 Red tool box n/a n/a Remote van 86 6/6/94
399 Cable reel -- electric Hannay 1C16/10/11 594078 Remote van 88 6/6/94
400 Head/tripodX4 ITE H-14A 16BVHSLT834888 Remote van 86 6/6/94
401 14-14 pin cable 333(#) x3 n/a n/a Remote van 85 6/6/94
402 Cable reel -- camera Hannay C1520/17/18 593919 Remote van 88 6/6/94
403 Line input ADP x2 Shure A15A n/a Remote van 89 6/6/94
404 Helping hands n/a n/a Remote van 86 6/6/94
405 Camera Focus control x2 Fujinon CFH-3 n/a Remote van 86 6/6/94
406 Wireless mic transmitter Samson CR-2 000270 Remote van 90 6/6/94
407 Intercom box x8 Telex 1C/1F n/a Remote van 84 6/6/94
408 Cable reel -- electric Hannay 1C16/10/11 594079 Remote van 88 6/6/94
409 Power ext. 100(#) on reel x2 n/a n/a Remote van 86 6/6/94
410 Cassette player Tascam 122 500056-52 Remote van 86 6/6/94
411 Floor mic stand x4 Atlas VMS-12LW n/a Remote van 90 6/6/94
412 Power amplifier Symetrix A-220 15431 Remote van 86 6/6/94
413 Camera lens Fujinon A14'9 350755 Remote van 86 6/6/94
414 Attenuator Shure A15AS n/a Remote van 6/6/94
415 Intercom base station Telex 1C-3M 2085 Remote van 86 6/6/94
416 Camera Zoom control Fujinon SRD92 n/a Remote van 86 6/6/94
417 Camera Zoom control x2 Fujinon SRD52 n/a Remote van 86 6/6/94
418 Video monitor Panasonic CTC-1913 AP60730071 Remote van 86 6/6/94
419 Special effects generator SEG-2000A 10242 Remote van 86 6/6/94
420 Line match transfer x2 Shure A95U n/a Remote van 89 6/6/94
421 Desktop mic stand x3 Atlas DS-7 n/a Remote van 6/6/94
422 RF Wire crimper n/a n/a Remote van 86 6/6/94
423 Camera Zoom controlX2 Fujinon SRD92 n/a Remote van 86 6/6/94
424 Camera lens Fujinon A14'9 353836 Remote van 86 6/6/94
425 Power extension 100(#) x2 n/a n/a Remote van 86 6/6/94
426 Tool set 16 pc. Jewels n/a Remote van 6/6/94
427 Speaker Realistic 40-20306 3905 Remote van 86 6/6/94
428 Uni-directional mic X2 Shure SM-57 n/a Remote van 92 6/6/94
429 AC power extension 50(#) x2 n/a n/a Remote van 6/6/94
430 Speaker Realistic 40-20306 3909 Remote van 86 6/6/94
431 Video router Pana. WJ-220R 96K00271 Remote van 89 6/6/94
432 TBC FOR-A FA-440 n/a Remote van 86 6/6/94
433 TBC Controller VEC-440 1810567 Remote van 86 6/6/94
434 Digital tuner TP100 50200673 Remote van 6/6/94
435 Character Generator 3M D-3600 5267 Remote van 84 6/6/94
436 Camera lens Fuji. VCL-1012BY 8850609803 Remote van 84 6/6/94
437 Stereo Amp Realistic SA-150 707610870B Remote van 86 6/6/94
438 Head/tripod ITE H-14A 16BVHSLT632888 Remote van 86 6/6/94
439 Directional mic x2 Shure SM-58 n/a Remote van 89 6/6/94
440 Video monitor Panasonic TM-224 076099063 Remote van 89 6/6/94
441 Waveform Monitor Tektronix 5860C 9120451 Remote van 86 6/6/94
442 Vectorscope Tektronix 5850C 9110507 Remote van 89 6/6/94
443 Camera Sony DXC-3000A 64246 Remote van 90 6/6/94
444 Video Monitor Sony PVM-8220 5008616 Remote van 90 6/6/94
445 Viewfinder STUDIO Sony DXF-50 15453 Remote van 89 6/6/94
446 Camera Sony DXC-3000A 63629 Remote van 90 6/6/94
447 Video monitor Sony PVM-8220 5001051 Remote van 86 6/6/94
448 Camera Sony DXC-3000 17446 Remote van 89 6/6/94
449 Camera AC Adaptor Sony CMA-8 24209 Remote van 89 6/6/94
450 Camera AC Adaptor Sony CMA-8 33748 Remote van 90 6/6/94
451 Viewfinder ENG Sony DXF-3000 16887 Remote van 89 6/6/94
452 Viewfinder STUDIO Sony DXF-50 16285 Remote van 89 6/6/94
453 Viewfinder ENG Sony DXF-3000 21327 Remote van 89 6/6/94
454 Viewfinder ENG Sony DXF-3000 21270 Remote van 89 6/6/94
455 Video Monitor Sony PVM-8221 5011189 Remote van 91 6/6/94
456 Camera AC Adaptor Sony CMA-8 18603 Remote van 89 6/6/94
457 Camera AC Adaptor Sony CMA-8 33740 Remote van 90 6/6/94
458 Camera Control Unit Sony CCU 10690 Remote van 84 6/6/94
459 Camera Control Unit Sony CCU-M3 15427 Remote van 84 6/6/94
460 Camera Control Unit Sony CCU-M3 10688 Remote van 85 6/6/94
461 Camera Control Unit Sony CCU 10699 Remote van 84 6/6/94
462 Video Monitor Sony PVM-8221 5011207 Remote van 91 6/6/94
</TABLE>
<PAGE> 13
8-13
'94 INVENTORY - PUBLIC ACCESS CENTER
<TABLE>
<CAPTION>
ITEM MODEL SERIAL NO. LOCATION ENTER CONFIRMED
-------------------------- --------------------------- ---------------------- ------------- ------ ----------
<C> <S> <C> <C> <C> <C> <C>
397 Shore cable 100' x2 n/a n/a Remote van 86 6/6/94
398 Red tool box n/a n/a Remote van 86 6/6/94
399 Cable reel - electric Hannay 1C16/10/11 594078 Remote van 86 6/6/94
400 Head/tripodX4 ITE H-14A 16BVHSLT634888 Remote van 86 6/6/94
401 14-14 pin cable 333' x3 n/a n/a Remote van 85 6/6/94
402 Cable reel - camera Hannay C15220/17/18 593919 Remote van 88 6/6/94
403 Line input ADP x2 Shure A15A n/a Remote van 89 6/6/94
404 Helping hands n/a n/a Remote van 86 6/6/94
405 Camera Focus controlx2 Fujinon CFH-3 n/a Remote van 86 6/6/94
406 Wireless mic transmitter Samson CR-2 000270 Remote van 90 6/6/94
407 Intercom box x8 Telex IC/1F n/a Remote van 84 6/6/94
408 Cable reel - electric Hannay 1C16/10/11 594079 Remote van 88 6/6/94
409 Power ext. 100' on reel x2 n/a n/a Remote van 86 6/6/94
410 Cassette player Tascam 122 500056-52 Remote van 86 6/6/94
411 Floor mic stand x4 Atlas VMS-12LW n/a Remote van 90 6/6/94
412 Power amplifier Symetrix A-220 15431 Remote van 86 6/6/94
413 Camera lens Fujinon A14*9 350755 Remote van 86 6/6/94
414 Attenuator Shure A15A8 n/a Remote van 6/6/94
415 Intercom base station Telex IC-3M 2085 Remote van 86 6/6/94
416 Camera Zoom control Fujinon SRD92 n/a Remote van 86 6/6/94
417 Camera Zoom control x2 Fujinon SRD52 n/a Remote van 86 6/6/94
418 Video monitor Panasonic CTC-1913 AP60730071 Remote van 86 6/6/94
419 Special effects generator SEG-2000A 10242 Remote van 86 6/6/94
420 Line match transfer x2 Shure A95U n/a Remote van 89 6/6/94
421 Desktop mic stand x3 Atlas DS-7 n/a Remote van 6/6/94
422 RF Wire crimper n/a n/a Remote van 86 6/6/94
423 Camera Zoom controlX2 Fujinon SRD92 n/a Remote van 86 6/6/94
424 Camera lens Fujinon A14*9 353836 Remote van 86 6/6/94
425 Power extension 100' x2 n/a n/a Remote van 86 6/6/94
426 Tool set 16 pc. Jewels n/a Remote van 6/6/94
427 Speaker Realistic 40-20306 3905 Remote van 86 6/6/94
428 Uni-directional mic X2 Shure SM-57 n/a Remote van 92 6/6/94
429 AC power extension 50' x2 n/a n/a Remote van 6/6/94
430 Speaker Realistic 40-20306 3909 Remote van 86 6/6/94
431 Video router Pana. WJ-220R 96K00271 Remote van 89 6/6/94
432 TBC FOR-A FA-440 n/a Remote van 86 6/6/94
433 TBC Controller VEC-440 1810567 Remote van 86 6/6/94
434 Digital tuner TP100 50200673 Remote van 6/6/94
435 Character Generator 3M D-3600 5267 Remote van 84 6/6/94
436 Camera lens Fuji.VCL-1012BY 8850609803 Remote van 84 6/6/94
437 Stereo Amp Realistic SA-150 707610870B Remote van 86 6/6/94
438 Head/tripod ITE H-14A 16BVHSLT632888 Remote van 86 6/6/94
439 Directional mic x2 Shure SM-58 n/a Remote van 89 6/6/94
440 Video monitor Panasonic TM-224 076099063 Remote Van 89 6/6/94
441 Waveform Monitor Tektronix 5860C 9120451 Remote Van 86 6/6/94
442 Vectorscope Tektronix 5850C 9110507 Remote Van 89 6/6/94
443 Camera Sony DXC-3000A 64246 Remote van 90 6/6/94
444 Video Monitor Sony PVM-8220 5008616 Remote van 90 6/6/94
445 Viewfinder STUDIO Sony DXF-50 15453 Remote van 89 6/6/94
446 Camera Sony DXC-3000A 63629 Remote van 90 6/6/94
447 Video monitor Sony PVM-8220 5001051 Remote van 86 6/6/94
448 Camera Sony DXC-3000 17446 Remote van 89 6/6/94
449 Camera AC Adaptor Sony CMA-8 24209 Remote van 89 6/6/94
450 Camera AC Adaptor Sony CMA-8 33748 Remote van 90 6/6/94
451 Viewfinder ENG Sony DXF-3000 16887 Remote van 89 6/6/94
452 Viewfinder STUDIO Sony DXF-50 16285 Remote van 89 6/6/94
453 Viewfinder ENG Sony DXF-3000 21327 Remote Van 89 6/6/94
454 Viewfinder ENG Sony DXF-3000 21270 Remote Van 89 6/6/94
455 Video Monitor Sony PVM-8221 5011189 Remote van 91 6/6/94
456 Camera AC Adaptor Sony CMA-8 18605 Remote Van 89 6/6/94
457 Camera AC Adaptor Sony CMA-8 33740 Remote Van 90 6/6/94
458 Camera Control unit Sony CCU 10690 Remote van 84 6/6/94
459 Camera Control Unit Sony CCU-M3 15427 Remote van 84 6/6/94
460 Camera control Unit Sony CCU-M3 10688 Remote van 85 6/6/94
461 Camera Control Unit Sony CCU 10699 Remote van 84 6/6/94
462 Video Monitor Sony PVM-8221 5011207 Remote Van 91 6/6/94
</TABLE>
<PAGE> 14
9-13
'94 INVENTORY - PUBLIC ACCESS CENTER
<TABLE>
<CAPTION>
ITEM MODEL SERIAL NO. LOCATION ENTER CONFIRMED
-------------------------- --------------------------- ---------------------- ------------- ------ ----------
<C> <S> <C> <C> <C> <C> <C>
463 Camera AC Adaptor Sony CMA-8 13541 Remote van 85 6/6/94
464 XLR cables 100'X2 n/a n/a Remote van 94 6/6/94
465 XLR cables 50'X4 n/a n/a Remote van 94 6/6/94
466 XLR cables 20'X5 n/a n/a Remote van 94 6/6/94
467 XLR cables 10' n/a n/a Remote van 94 6/6/94
468 XLR cables 2'X6 n/a n/a Remote van 94 6/6/94
469 Video monitor (4 in one) Sony PVM 411 011807 Remote van 94 6/6/94
470 U-Matic/SP VTR Sony VO-9850 76299 Remote Van 91 6/6/94
471 Camera AC Adaptor Sony CMA-7 16415 Remote van 86 6/6/94
472 VAN - VANDURA 2500 GMC Remote Van 86 6/6/94
473 VAN - AC UNIT Remote Van 86 6/6/94
474 VAN - RENOVATION Remote Van 86 6/6/94
475 Headsets (sport)x2 Sennheiser HMD-224 n/a Remote van 94 6/6/94
476 Power modulex2 Sennheiser K3-U n/a Remote van 92 6/6/94
477 Tone generator Shure A15TG n/a Remote van 6/6/94
478 Windscreensx6 Shure A58WS n/a Remote van 94 6/6/94
479 Windscreensx2 Shure A2WSBK n/a Remote van 94 6/6/94
480 Audio Direct box2 Steward AB-1 A14114 Remote van 94 6/6/94
481 Headset K-240 n/a Remote van 94 6/6/94
482 Headset K-140 n/a Remote van 94 6/6/94
483 Light Kitx4 Lowell DP-294 n/a Remote van 94 6/6/94
484 Light standx4 Lowell n/a Remote van 94 6/6/94
485 Camera lens Fuji A16X95BRM8B 0850002123 Remote van 84 6/6/94
486 Cart oadcast Electronics 500D 901050032545 Remote van 92 6/6/94
487 Light clampsx3 n/a n/a Remote van 94 6/6/94
488 Viewfinder ENG Sony DXF-3000 13723 Remote van 89
489 Viewfinder ENG Sony DXF-3000 16887 Remote van 89 6/6/94
490 Viewfinder ENG Sony DXF-3000 21327 Remote van 89 6/6/94
491 Viewfinder ENG Sony DXF-3000 21270 Remote van 89 6/6/94
492 Viewfinder STUDIO Sony DXF-50 11925 Remote van 86 6/6/94
493 Viewfinder STUDIO Sony DXF-50 17726 Remote van 86 6/6/94
494 Viewfinder STUDIO Sony DXF-50 15453 Remote van 89 6/6/94
495 Viewfinder STUDIO Sony DXF-50 16285 Remote van 89 6/6/94
496 Waveform Monitor Tektronix 5860C 9120451 Remote Van 86 6/6/94
497 Windscreensx2 Shure A2WSSK n/a Remote van 94 6/6/94
498 Windscreensx6 Shure A58WS n/a Remote van 94 6/6/94
499 Wire stripper n/a n/a Remote van 86 6/6/94
500 Wireless mic transmitter Samson CR-2 000270 Remote van 90 6/6/94
501 XLR cables 10' n/a n/a Remote van 94 6/6/94
502 XLR cables 100'X2 n/a n/a Remote van 94 6/6/94
503 XLR cables 2'X6 n/a n/a Remote van 94 6/6/94
504 XLR cables 20'X5 n/a n/a Remote van 94 6/6/94
505 XLR cables 50'X4' n/a n/a Remote van 94 6/6/94
506 Video Monitor B/W Panasonic WV-5200 BU 95101540 Studio A 84 6/6/94
507 Video Monitor B/W Panasonic WV-5200 BU 95101540 Studio A 84 6/6/94
508 Patch Bay (audio) x2 ADC n/a Studio A 84 6/6/94
509 Camera pedestal ITE P-7 1219 Studio A 89 6/6/94
510 Camera Tripod ITE P-7 3270 Studio A 89 6/6/94
511 Collapsible riser x3 large n/a n/a Studio A 84 6/6/94
512 Small Riser x2 n/a n/a Studio A 89 6/6/94
513 Audio Cart Machine BE 500DR 2545 Studio A 84 6/6/94
514 Light Power Cables x40 Kliegl n/a Studio A 84 6/6/94
515 Countdown Generator Laird 104D 7767 Studio A 84 6/6/94
516 Patch cords (audio) PJ051R n/a Studio A 84 6/6/94
517 Equipment Racks (5) Winsted n/a Studio A 84 6/6/94
518 Track Light x8 R20 n/a Studio A 86 6/6/94
519 TBC FOR-A FA-440 1810568 Studio A 89 6/6/94
520 Intercom drops x3 Telex 8339 n/a Studio A 84 6/6/94
521 Video monitor B/W Panasonic WV-5381U 3ZZ02216 Studio A 84 6/6/94
522 Headset x3 Telex PH-1 n/a Studio A 83 6/6/94
523 Headset x1 Telex HS-2 n/a Studio A 84 6/6/94
524 Mic Mount x2 Sennheiser M2516 n/a Studio A 90 6/6/94
525 Audio Console ATC-1220 12221358 Studio A 83 6/6/94
526 Patch Bay (video) Laird JS-40/J141-76 n/a Studio A 84 6/6/94
527 Special Effects Gen. JVC KM-2000U 14851430 Studio A 84 6/6/94
528 Speaker Sentry -100A 1700082249 Studio A 84 6/6/94
</TABLE>
<PAGE> 15
10-13
'94 INVENTORY - PUBLIC ACCESS CENTER
<TABLE>
<CAPTION>
ITEM MODEL SERIAL NO. LOCATION ENTER CONFIRMED
-------------------------- --------------------------- ---------------------- ------------- ------ ----------
<C> <S> <C> <C> <C> <C> <C>
529 Monitor Stand Bretford n/a Studio A 89 6/6/94
530 Camera Tripod ITE P-7 3271 Studio A 89 6/6/94
531 Equipment Fan Amco Engineer Co. 00424 Studio A 89 6/6/94
532 Vectorscope Leader LVS-5850C 9110565 Studio A 90 6/6/94
533 Camera Head adaptor x3 ITE-FHT n/a Studio A 89 6/6/94
534 CD Player Tascam CD-401 100040 Studio A 90 6/6/94
535 Camera Focus contol(2 sets) Fujinon CFH-3 n/a Studio A 86 6/6/94
536 Waveform Monitor Leader LBO-5860C 9120462 Studio A 86 6/6/94
537 Pedestal Handles x6 ITE-RH40 n/a Studio A 90 6/6/94
538 15" SCOOPS X4 Kliegl n/a Studio A 84 6/6/94
539 Sync Generator Tektronix TSG-170A B042051 Studio A 84 6/6/94
540 Chromakey curtain n/a n/a Studio A 89 6/6/94
541 Camera zoom control X2 Fujinon SRD92 n/a Studio A 84 6/6/94
542 Speaker Sentry -100A 1700089752 Studio A 84 6/6/94
543 Cyc curtain x3 n/a n/a Studio A 84 6/6/94
544 5" Fresnel x3 500w Kliegl n/a Studio A 84 6/6/94
545 9" Fresnel x5 1000w Kliegl n/a Studio A 84 6/6/94
546 Eillpsoidal Kliegl n/a Studio A 84 6/6/94
547 Lighting board Lighting Methods, Inc. 3272 Studio A 84 6/6/94
548 Audio amplifier Crown D-75 047557 Studio A 84 6/6/94
549 Video monitor B/W Panasonic WV-5200BU 95101538 Studio A 84 6/6/94
550 Chairs/studio/arms x4 Grey/Wood n/a Studio A 6/6/94
551 Video router Pana. WJ-225R 32201139 Studio A 84 6/6/94
552 Video monitor B/W Panasonic WV-5200BU 41Z04177 Studio A 84 6/6/94
553 Video monitor B/W Panasonic WV-5200BU 41Z04175 Studio A 84 6/6/94
554 Video monitor B/W Panasonic WV-5200BU 41Z04176 Studio A 84 6/6/94
555 Edit module interphase PA450 12701 Studio A 91 6/6/94
556 U-Matic/SP VTR Sony VO-9850 13817 Studio A 91 6/6/94
557 Video monitor Sony PVM-8221 5011116 Studio A 91 6/6/94
558 Video monitor TEST Sony PVM-1220 011977 Studio A 84 6/6/94
559 Video monitor Sony PVM-6221 5011231 Studio A 91 6/6/94
560 Video Monitor Sony CVM-1900 213403 Studio A 84 6/6/94
561 Camera AC Adaptor Sony CMA-8 35032 Studio A 90 6/6/94
562 Camera Control Unit Sony CCU 70015 Studio A 90 6/6/94
563 Camera AC Adaptor Sony CMA-8 35121 Studio A 90 6/6/94
564 Camera AC Adaptor Sony CMA-8 35031 Studio A 90 6/6/94
565 Camera Sony DXC-3000A 65211 Studio A 90 6/6/94
566 Camera Control Unit Sony CCU 70016 Studio A 90 6/6/94
567 U-Matic/SP VTR Sony VO-9800 13352 Studio A 91 6/6/94
568 Video Monitor Sony PVM-8221 5011222 Studio A 91 6/6/94
569 Video Monitor Sony PVM-8221 5011211 Studio A 91 6/6/94
570 Supergenlock Progressive Images 3JSG1294463 Studio A 93 6/6/94
571 Monitor - CG Amiga XT1044907 Studio A 93 6/6/94
572 Character Generator Amiga 2000 HK0022778 Studio A 93 6/6/94
573 Step ladder fiberglass 8 lse Studio A 94 6/6/94
574 Cassette deck Tascam 122 35002041 Studio A 94 6/6/94
575 Computer mouse Amiga 313254-01 C18753 Studio A 94 6/6/94
576 Viewfinder STUDIO Sony DXF-50 16306 Studio A 90 6/6/94
577 Waveform Monitor Leader LBO-5860C 9120462 Studio A 86 6/6/94
578 6' Silk Ficus Trees x2 n/a n/a Studio A & B 89 6/6/94
579 Ladder 8' step x2 orange n/a Studio A & B 89/94 6/6/94
580 6' Silk dogwood x2 n/a n/a Studio A & B 89 6/6/94
581 Gei/gobo rack x2 n/a n/a Studio A/B 84 6/6/94
582 Video monitor Sony PVM-8221 5011225 Studio B 91 6/6/94
583 Camera Sony DXC-3000 17352 Studio B 89 6/6/94
584 Edit controller Sony RM-450 76106 Studio B 91 6/6/94
585 Video monitor Sony PVM-8221 5011229 Studio B 91 6/6/94
586 Video monitor Sony PVM-8221 5011186 Studio B 91 6/6/94
587 Camera Head Adaptors X3 ITE-FHT n/a Studio B 89 6/6/94
588 Chairs/studio/arms x4 blue/wood n/a Studio B 6/6/94
589 Speaker Sentry -100A 1700089767 Studio B 84 6/6/94
590 Light Dimmer Unit Kliegl 244C 1899 Studio B 84 6/6/94
591 Video Monitor B/W Panasonic WV-5361U 3ZZ02214 Studio B 84 6/6/94
592 Video Monitor B/W Panasonic WV-5361U 59104518 Studio B 84 6/6/94
593 Video Monitor B/W Panasonic WV-5381U 59104379 Studio B 83 6/6/94
594 Monitor bracket Pana. WV-5382 5910/3814 Studio B 83 6/6/94
</TABLE>
<PAGE> 16
11-13
'94 INVENTORY - PUBLIC ACCESS CENTER
<TABLE>
<CAPTION>
ITEM MODEL SERIAL NO. LOCATION ENTER CONFIRMED
-------------------------- --------------------------- ---------------------- ------------- ------ ----------
<C> <S> <C> <C> <C> <C> <C>
595 Monitor Bracket Pana. WV-5382 5910/3819 Studio B 83 6/6/94
596 Special Effects Gen. JVC KM-2000U 16051310 Studio B 85 6/6/94
597 Countdown Generator Laird 1040 12058 Studio B 84 6/6/94
598 Cassette deck Tascam 122 450325-51 Studio B 85 6/6/94
599 Video Distribution ABA 16 n/a Studio B 85 6/6/94
600 TBC FOR-A FA-420 1440928 Studio B 88 6/6/94
601 TBC Remote FOR-A PCU-2 2490185 Studio B 89 6/6/94
602 Equipment Fan Amco Engineer Co. 00422 Studio B 89 6/6/94
603 Equipment Fan Amco Engineer Co. 00423 Studio B 89 6/6/94
604 Intercom Box x2 Telex IC/1F n/a Studio B 84 6/6/94
605 Camera Tripod ITE P-3 3272 Studio B 89 6/6/94
606 CD Player Tascam CD-401 100080 Studio B 90 6/6/94
607 15' SCOOPS X4 Kliegl n/a Studio B 84 6/6/94
608 Camera zoom control x2 Fujinon SRD92 n/a Studio B 84 6/6/94
609 Cyc curtain x3 n/a n/a Studio B 84 6/6/94
610 Ellipsoidal Kliegl n/a Studio B 84 6/6/94
611 Lamp Extender x2 Kliegl n/a Studio B 84 6/6/94
612 Camera lensx3 Fujinon TVZ n/a Studio B 86 6/6/94
613 Speaker JBL Control Plus S0400553 Studio B 90 6/6/94
614 Camera focus control Fujinon CFH-3 n/a Studio B 84 6/6/94
615 Camera lens Sony VCL-1012BY 8850615090 Studio B 89 6/6/94
616 Video Monitor Sony CVM-1900 230475 Studio B 83 6/6/94
617 Viewfinder STUDIO Sony DXF-50 10724 Studio B 89 6/6/94
618 Camera Sony DXC-3000A 63634 Studio B 90 6/6/94
619 Video monitor TEST Sony PVM-1220 2004483 Studio B 89 6/6/94
620 Video monitor Sony PVM-8221 5011184 Studio B 91 6/6/94
621 Camera AC Adaptor Sony CMA-8 10179 Studio B 91 6/6/94
622 Camera control unit Sony CCU 19582 Studio B 90 6/6/94
623 Camera AC Adaptor Sony CMA-8 10894 Studio B 91 6/6/94
624 Camera control unit Sony CCU 19581 Studio B 90 6/6/94
625 Camera AC Adaptor Sony CMA-8 10180 Studio B 91 6/6/94
626 Camera Sony DXC-3000 14245 Studio B 89 6/6/94
627 U-Matic/SP VTR Sony VO-9950 13743 Studio B 91 6/6/94
628 Supergenlock Progressive Images 3KSG3068151 Studio B 93 6/6/94
629 Monitor - CG Amiga XT1087994 Studio B 93 6/6/94
630 Character Generator Amiga 2000 HK0023349 Studio B 93 6/6/94
631 Computer Keyboard Amiga KQQ-E94YC MT9207 Studio B 94 6/6/94
632 Computer Mouse Amiga B28000405 Studio B 94 6/6/94
633 Computer Keyboard Amiga KQQ-E944C MT9207 Studio B 94 6/6/94
634 Viewfinder STUDIO Sony DXF-50 10724 Studio B 89 6/6/94
635 Viewfinder STUDIO Sony DXF-50 10581 Studio B 84 6/6/94
636 Waveform Monitor Videotek TSM 5A 9110507 Studio B 86
637 Audio Console Sony MX-P210 20721 Studio C 85 6/6/94
638 Video monitor Sony PVM-8220 5015875 Studio C 90 6/6/94
639 Edit controller Sony RM-450 76119 Studio C 91 6/6/94
640 Camera Sony DXC-M3A 10515 Studio C 86 6/6/94
641 1K Broad lights X2 n/a 17601 Studio C 84 6/6/94
642 Waveform Monitor Videotek TSM-5A E11843982 Studio C 90 6/6/94
643 Audio amplifier Crown D-60 17591 Studio C 89 6/6/94
644 Camera pedestal ITE P-3 1271 Studio C 89 6/6/94
645 Video Switcher Pana. WJ-4600C 57A19823 Studio C 89 6/6/94
646 Camera pedestal ITE P-7 1217 Studio C 89 6/6/94
647 14 - 14 pin cable 25' n/a n/a Studio C 85 6/6/94
648 Chairs/directors black/wood n/a Studio C 93 6/6/94
649 Headphone Telex 610-1 n/a Studio C 88 6/6/94
650 TBC FOR-A FA-420 1440910 Studio C 88 6/6/94
651 Vectorscope Videotek VSM-5A V3852743 Studio C 83 6/6/94
652 Camera Control Unit Sony CCU 12760 Studio C 84 6/6/94
653 Video monitor Sony PVM-8220 5016011 Studio C 90 6/6/94
654 Viewfinder STUDIO Sony DXF-50 010434 Studio C 86 6/6/94
655 Camera AC Adaptor Sony CMA-7 16849 Studio C 86 6/6/94
656 Video Monitor Sony PVM-8200T 012438 Studio C 83 6/6/94
657 U-Matic/SP VTR Sony VO-9800 13361 Studio C 91 6/6/94
658 U-Matic/SP VTR Sony VO-9850 70970 Studio C 91 6/6/94
659 Supergenlock Progressive Images 3KSG3068147 Studio C 93 6/6/94
650 Monitor CG AMIGA XT1045387 Studio C 93 6/6/94
</TABLE>
<PAGE> 17
12-13
'94 INVENTORY - PUBLIC ACCESS CENTER
<TABLE>
<CAPTION>
ITEM MODEL SERIAL NO. LOCATION ENTER CONFIRMED
-------------------------- --------------------------- ---------------------- ------------- ------ ----------
<C> <S> <C> <C> <C> <C> <C>
661 Character Generator Amiga 2000 HK0006193 Studio C 93 6/6/94
662 Viewfinder Sony DXF-M3A 10515 Studio C 86 6/6/94
663 Amiga computer A2000 HD HK0006193 Studio C 94 6/6/94
664 Computer Keyboard KQQ 694YC MT9112 Studio C 94 6/6/94
665 Computer mouse Amiga B00708657 Studio C 94 6/6/94
666 Computer Keyboard Amiga KKQ-E94YC MT9112 Studio C 94 6/6/94
667 Computer mouse Amiga B16005252 Studio C 94 6/6/94
668 Speakers Pro-7 40-2066 Studio C 94 6/6/94
669 Digital tuner Bogen TP-100 n/a Studio C 94 6/6/94
670 Video Monitor Sony PVM-8200T 502128 Studio C 94 6/6/94
671 Viewfinder STUDIO Sony DXF-50 010434 Studio C 86 6/6/94
672 Waveform Monitor Videotek TSM-5A E11843982 Studio C 90 6/6/94
673 Belt packs x3 Telex 1C-1/LS 900500 studios 93 6/6/94
674 Chairs/armless x31 maroon/Plastic n/a Studios 89 6/6/94
675 Intercom Box x4 Telex IC/1F n/a Studios 84 6/6/94
676 Collapsible table 5' x1 n/a n/a Studios 84 6/6/94
677 Collapsible table 10' x2 n/a n/a Studios 84 6/6/94
678 Amiga Software Scala SMMA3000P B1704108 Studios 6/6/94
679 Amiga Software Scala SMMA3000P B1704307 Studios 6/6/94
680 Amiga Software Scala SMMA3000P B1704389 Studios 93 6/6/94
681 Easel X2 n/a n/a Studios A & B 89 6/6/94
682 Fake Plants X3 n/a n/a Studios A & B 89 6/6/94
683 Extension Lighting Cable x3 n/a n/a Studios A & B 84 6/6/94
684 computer mouse Amiga/Commodore B16005252 Toaster Room 91 6/6/94
685 Computer HD2000 Amiga/Commodore HK0010702 Toaster Room 90 6/6/94
686 Computer keyboard Amiga/Commodore MT9203 Toaster Room 90 6/6/94
687 Boom Mic Stand Atlas Sound SB-100W n/a Uneconomical 89 6/6/94
688 Boom Mic Stand Atlas Sound SB-100W n/a Uneconomical 89 6/6/94
689 Lav mic Sony ECM-44B 200203 Uneconomical 89
690 Lav mic Sony ECM-30 31253 Uneconomical 89
691 Lav mic Sony ECM-44B 200211 Uneconomical 89
692 Lav mic Sony ECM-44B 200108 Uneconomical 89
693 Mobile boom mic Atlas n/a uneconomical 89
694 Lav mic Sony ECM-30 29218 Uneconomical 89
695 Lav mic Sony ECM-30 31254 Uneconomical 89
696 Lav mic Sony ECM-30 27607 Uneconomical 89
697 Lav mic Sony ECM-44B 200110 Uneconomical 89
698 Lav mic Sony ECM-44B 200209 Uneconomical 89
699 Lav mic Sony ECM-44B 200205 Uneconomical 89
700 Lav mic Sony ECM-44B 200207 Uneconomical 89
701 Lav mic Sony ECM-44B 203420 Uneconomical 87
702 Lav mic Sony ECM-44B 200109 Uneconomical 89
703 Lav mic Sony ECM-44B 203686 Uneconomical 88
704 Lav mic Sony ECM-44B 203689 Uneconomical 88
705 Lav mic Sony ECM-30 43710 Uneconomical 88
706 Camcorder charger VW-VBM7E 021188 Uneconomical 89
707 Rackmount LR2400 n/a Uneconomical 89
708 Camera Zoom Control Fujinon SRD92 n/a Uneconomical 84
709 Camera Zoom Control Canon Grip-Z9 n/a Uneconomical 84
710 Rackmount Videotek n/a Uneconomical 89
711 Fluid head x 3 ITE H40 n/a Uneconomical 90
712 Camcorder Panasonic AG-170 K8HC00347 Uneconomical 89
713 Rackmount Videotek n/a Uneconomical 89
714 Camcorder charger VW-VBM7E 021188 Uneconomical 89
715 U-Matic Field VTR Sony BVU-110 25138 Out for repair 88 6/6/94
</TABLE>
<PAGE> 18
13-13
MISSING ITEMS '94 INVENTORY -- PUBLIC ACCESS CENTER
<TABLE>
<CAPTION>
ITEM MODEL SERIAL NO. LOCATION ENTER CONFIRMS
------------------------------ ------------------- --------------- ------------- ------ ---------
<S> <C> <C> <C> <C> <C> <C>
1 Speakers Unic RU3707 n/a Edit 1 90
2 Speakers Unic RU3707 n/a Edit 1 90
3 Video router Dynair VSA-60 242269 Edit 1 89
4 Portable monitor JVC TM-22U 07009769 Engineering 84
5 Portable monitor JVC TM-22U 07009790 Engineering 84
6 Camera lens Sony VCL-1012BY 8850624479 Engineering 89
7 Camera AC Adaptor Sony CMA-7 16634 Engineering 86
8 Edit Controller Sony RM-440 25799 Engineering 83 SOLD
9 Camera AC Adaptor Sony CMA-7 16554 Engineering 86
10 Video Monitor B/W Panasonic WV-5381U 59104509 Headend 83
11 VHS VTR Sharp XA-300 903315363 Headend 91
12 Omni Directional mic AKG - 120E n/a Location 83
13 Direct box Stewart ADB-1 A14114 Location 89
14 Camera lens Sony VCL-1012BY 8850621876 Location 89
15 Camera lens Sony VCL-1012BY 8850621897 Location 89
16 Battery Charger (monitor b) JVC AA-P26U 17950648 Location 84
17 Battery Anton Pro Pak-90 75525 Location 88
18 Camera Tripod Gitzo n/a Location 88
19 Camera AC Adaptor Sony CMA-8 19524 Location 89
20 Camera AC Adaptor Sony CMA-7 10113 PVOM 84
21 U-Matic VTR Sony VO-5800 27820 Remote van 86
22 Viewfinder ENG Sony DXF-3000 13723 Remote van 89
23 Video monitor Sony PVM-8020 011746 Studio A 83
24 Waveform Monitor Videotek TSM 5A 9110507 Studio B 86
25 Waveform Monitor Videotek TSM 5A 9110507 Studio B 86
26 Video Monitor Sony PVM-8220 5002183 Studio C 90
27 Video monitor Sony PVM-8200 502852 Toaster Room 83
</TABLE>
<PAGE> 19
1-14
Schedule B
Institutional Network For Tampa
The following information defines the requiremeres of the institutional
network.
1. Combined Data and Video Conferencing Topology that includes
the following:
a. Building by building total fiber count;
b. Detailed breakdown for Video Conferencing
including broadcast, non-secure video conferencing,
secure video conferencing and future video service;
c. Detailed breakdown for Data Communications
including non-secure data communications, secure data
communication and point to point data communication.
2. A design map of the proposed fiber routes for the
institutional network.
3. Cable Specifications
a. Pierelli Optical Cable will be used.
b. Dielectric fiber cable will be used for aerial and
underground installation.
c. Gel filled fiber cable will be used for water
exclusion.
d. All fiber will be rated a 2 wavelengths
(singlemode at 1310 and 1550nm).
e. Cable will have a core diameter of 8.3 microns
(typically).
f. The cable cladding diameter is 125+/micron.
g. The numerical aperture is O.13 as measured at the
one percent power angle of the one-dimensional
far-field scan at 1300 nm.
h. The maximum attenuation (1310.1550) is .35/.25
db/km.
i. The maximum dispersion is (1310/1550nm
3.2/19ps/nm - kin.
j. Cable will be pretested at the factory prior to
shipment. Each fiber will be tested at 1310 and 1550
nm. The factory will provide certified test reports
with the shipment.
k. Cable will be retested by Jones Intercable prior
to installation. Each fiber will
<PAGE> 20
2-14
be tested at 1310 and 1550 nm.
l. Cable will be tested and a final proof of
performance test will be completed after installation
and upon finalization of the project. the results
will be provide to the City of Tampa.
4. Cable Installation
a. Jones Intercable and the City of Tampa Office of
Cable Communication will mutually determine the final
termination locations in each of the 26 buildings
that will be a part of the Institutional Network.
b. Fiber splices - There will be a strong commitment
by Jones Intercable to minimize any splices between
buildings. The fiber network design will require
splices at the following locations: Henderson Avenue
& Nebraska Avenue; Cass Street & Nebraska Avenue;
and Twiggs Street & Nebraska Avenue.
c. During cable installation the manufacturer's
recommendation for cable pulling forces or cable pull
distances will not be exceeded. The tensile rating is
600 pounds and the bend radius is 20x cable O.D.
5. Cable Marking
a. Cable shall be identified by markings on it
sheath every two feet.
b. Each buffer tube and each fiber within the buffer
will be color coded.
c. The City of Tampa will receive documentation
(after installation) that will describe each fiber's
usage in each wire room. (This documentation will
also be attached to the equipment in the building
wire room). The fibers will be numerically labeled
for ease of use in reading of wire diagrams. The
documents and wiring diagrams will be updated to
correspond to any changes that occur.
6. Wire Rooms
a. The City of Tampa's Office of Cable Communication
and Jones Intercable will mutually select and agree
upon termination equipment. This equipment will
provide cross-connect, interconnect and splicing
capabilities for network or building cables. This
equipment will placed in a free standing rack where
adequate space exists. Otherwise they will be wall
mounted.
b. Cable shall be installed in suitable cable guides
and rack within the wire rooms to organize and
protect them.
c. The cable connector and patch cables will be
selected and agreed upon by the City of Tampa's
Office of Cable Communication and Jones Intercable
prior to purchase.
<PAGE> 21
3-14
FIBER OPTIC NETWORK LOCATIONS
<TABLE>
<CAPTION>
BUILDING NUMBER BUILDING NAME BUILDING ADDRESS
- - ------------------- ---------------------------------------- -----------------------------
<C> <S> <C>
1 Fort Brooke Garage 107 N. Franklin Street
2 Tampa Convention Center 333 S. Franklin Street
3 Tampa Museum of Art 601 Doyle Carlton Drive
4 Hillsborough County Central Library 900 N. Ashley Drive
5 City of Tampa MIS Department 200 W. Tyler Street
6 Tampa Bay Performing Arts Center 1010 N. W.C. Macinnes Place
7 Tampa Police Department 1710 N. Tampa Street
8 City of Tampa office of Cable 202 W. 7th Avenue
Communication
9 City of Tampa Construction Service 1400 N. Boulevard
Center
10 Tampa Educational Cable Consortium 703 N. Willow Avenue
11 Jones Intercable Public Access Center 1001 W. North "B" Street
12 Hillsborough County Center 601 E. Kennedy Boulevard
13 Hillsborough County School Board 901 E. Kennedy Boulevard
14 Courthouse Annex North Tower 801 E. Twiggs Street
15 City of Tampa Records Center 1104 E. Twiggs Street
16 City of Tampa DPW 12TH Street Yard 610 N. 12TH Street
17 Hillsborough County Sheriff's Office 2008 E. 8TH Avenue
18 City of Tampa Fire Department 808 E. Zack Street
Headquarters
19 City of Tampa Fire Communications 2904 N. Mitchell Street
20 City Hall 315 E. Kennedy Boulevard
21 City Hall Annex 306 E. Jackson Street
22 City of Tampa DPW Offices 1801 Highland
23 Morgan Street Jail 1301 N. Morgan Street
24 Courthouse Complex 419 N. Pierce Street
25 Hillsborough County Data Center 505 N. East Street
26 Community Redevelopment Agency 1310 E. 9TH Avenue
</TABLE>
<PAGE> 22
4-14
JONES INTERCABLE (LOGO) JONES INTERCABLE (LOGO)
INSTITUTIONAL FIBER NETWORK SYSTEM
(GRAPH)
<PAGE> 23
5-14
JONES INTERCABLE (LOGO) JONES INTERCABLE (LOGO)
INSTITUTIONAL FIBER NETWORK SYSTEM
(GRAPH)
<PAGE> 24
6-14
JONES INTERCABLE (LOGO) JONES INTERCABLE (LOGO)
INSTITUTIONAL FIBER NETWORK SYSTEM
(GRAPH)
<PAGE> 25
7-14
JONES INTERCABLE (LOGO) JONES INTERCABLE (LOGO)
INSTITUTIONAL FIBER NETWORK SYSTEM
(GRAPH)
<PAGE> 26
8-14
JONES INTERCABLE (LOGO) JONES INTERCABLE (LOGO)
INSTITUTIONAL FIBER NETWORK SYSTEM
(GRAPH)
<PAGE> 27
9-14
JONES INTERCABLE (LOGO) JONES INTERCABLE (LOGO)
INSTITUTIONAL FIBER NETWORK SYSTEM
(GRAPH)
<PAGE> 28
10-14
JONES INTERCABLE (LOGO) JONES INTERCABLE (LOGO)
INSTITUTIONAL FIBER NETWORK SYSTEM
(GRAPH)
<PAGE> 29
11-14
JONES INTERCABLE (LOGO) JONES INTERCABLE (LOGO)
INSTITUTIONAL FIBER NETWORK SYSTEM
(GRAPH)
<PAGE> 30
12-14
JONES INTERCABLE (LOGO) JONES INTERCABLE (LOGO)
INSTITUTIONAL FIBER NETWORK SYSTEM
(GRAPH)
<PAGE> 31
13-14
JONES INTERCABLE (LOGO) JONES INTERCABLE (LOGO)
INSTITUTIONAL FIBER NETWORK SYSTEM
(GRAPH)
<PAGE> 1
AMENDMENT NO. 5
TO
LOAN AND SECURITY AGREEMENT
THIS AMENDMENT NO. 5 to LOAN AND SECURITY AGREEMENT (this
"Amendment No. 5") is made this 23rd day of December, 1994 by and among CABLE
TV FUND 12-B, LTD., a Colorado limited partnership (herein "Borrower");
CORESTATES BANK, N.A., a national banking association ("PNB", and in its
capacity as administrative agent, "Agent"); CHEMICAL BANK, a New York banking
corporation and successor by merger to Manufacturers Hanover Trust Company
("Manufacturers"); NATIONSBANK OF NORTH CAROLINA, N.A. (formerly NCNB National
Bank of North Carolina), a national banking association ("NCNB"); and
NATIONSBANK OF TEXAS, N.A. (formerly NCNB Texas National Bank), a national
banking association, assignee of the Federal Deposit Insurance Corporation,
receiver for First RepublicBank Dallas, N.A. (formerly known as RepublicBank
Dallas, N.A.) ("Republic") (PNB, Manufacturers, NCNB and Republic being
referred to herein individually and collectively as the "Banks").
W I T N E S S E T H:
WHEREAS, Borrower and Banks are parties to that certain Loan
and Security Agreement dated August 29, 1985, as amended by the Letter
Agreement dated August 14, 1986, Amendment No. 2 to Loan and Security Agreement
dated March 31, 1988, Amendment No. 3 to Loan and Security Agreement dated
March 29, 1989 and Amendment No. 4 to Loan and Security Agreement dated
November 29, 1991 (as amended, and as may be amended from time to time, the
"Loan Agreement "); and
WHEREAS, Borrowers have requested an extension of the
amortization of the Loan (as defined in the Loan Agreement) as set forth
herein, and Banks have agreed to such extension on the terms and conditions set
forth herein.
NOW, THEREFORE, in consideration of the premises and the
agreements hereinafter set forth and intending to be legally bound hereby, the
parties hereto agree as follows:
1. Definitions.
(a) General Rule. Unless otherwise defined
herein, capitalized terms used herein which are defined in the Loan Agreement
shall have the meanings assigned to them in the Loan Agreement.
(b) Revised Definitions. The following
definitions contained in Section One of the Loan Agreement are hereby amended
and restated in their entirety to read as follows:
<PAGE> 2
1.31. "Manufacturers" shall mean Chemical Bank, a
New York banking corporation and successor by merger to
Manufacturers Hanover Trust Company.
1.34. "NCNB" shall mean NationsBank of North
Carolina, N.A., (formerly NCNB National Bank of North
Carolina) a national banking association.
1.36. "Notes" shall mean individually and
collectively the Third Amended and Restated Notes evidencing
Borrower's indebtedness to each Bank under the Loan.
1.42. "Republic" shall mean NationsBank of Texas,
N.A. (formerly NCNB Texas National Bank) a national banking
association, assignee of the Federal Deposit Insurance
Corporation, receiver for First RepublicBank Dallas, N.A.
(formerly known as RepublicBank Dallas, N.A.).
(c) Additional Definitions. The following
paragraphs are hereby added to the end of Section One of the Loan Agreement to
read as follows:
1.60. "Amendment No. 5" shall mean the Amendment
No. 5 to Loan and Security Agreement by and among Borrower and
Banks, amending this Agreement.
1.61. "Fourth Modification of Deed to Secure Debt"
shall mean the Fourth Modification of Deed to Secure Debt
executed and delivered by Borrower pursuant to Paragraph 9(c)
of Amendment No. 5.
1.62. "Third Amended and Restated Note" shall mean
individually, and "Third Amended and Restated Notes" shall
mean collectively, the Borrower's promissory notes in favor of
each of Manufacturers, NCNB, PNB and Republic, each in the
form attached to Amendment No. 5 as Exhibit A.
2. Amendments Co Paragraph 2.02 (Promissory Notes).
Paragraph 2.02 of the Loan Agreement is hereby amended and restated to read in
its entirety as follows:
2.02. Promissory Notes. Borrower and Banks
acknowledge and agree that the entire principal amount of the
Loan evidenced prior to the date of Amendment No. 5 by the New
Notes has been repaid
-2-
<PAGE> 3
in full. From and after the date of Amendment No. 5 the
indebtedness of Borrower to each Bank under the Loan will be
evidenced by a Third Amended and Restated Note executed by
Borrower in favor of such Bank in the form of Exhibit A
attached to Amendment No. 5. The original principal amount of
each Bank's Note will be its Pro Rata Share of the aggregate
outstanding principal balance of the Loan as of the date of
Amendment No. 5; provided, however, that notwithstanding the
face amount of any Note, Borrower's liability under each such
Note shall be limited at all times to its actual indebtedness,
principal, interest and accrued fees, then outstanding to such
Bank thereunder. Each Third Amended and Restated Note amends
and restates in its entirety the Second Amended and Restated
Note dated November 29, 1991, which amended and restated the
Amended and Restated Note dated March 29, 1989, which amended
and restated in its entirety the Promissory Note dated August
29, 1985 delivered by Borrower to each such Bank under the
Loan Agreement, as amended by the Allonge dated March 31, 1988
delivered by Borrower to each such Bank in connection with
Amendment No. 2 to Loan and Security Agreement (all of such
prior notes, collectively the "Prior Notes"); provided,
however, that the indebtedness of Borrower evidenced under the
Prior Notes and the collateral security therefore are not
terminated, extinguished or discharged, but shall continue to
be evidenced and governed by the Third Amended and Restated
Notes, the Loan Agreement and the documents granting the
Collateral.
It is the intention of the parties hereto that the Third
Amended and Restated Notes shall not constitute a novation and
shall in no way adversely affect or impair the lien priority
of the Collateral or the Deed to Secure Debt.
3. Amendment to Paragraph 2.05 (Repayment). Paragraph
2.05 of the Loan Agreement is hereby amended and restated to read in its
entirety as follows:
2.05 Repayment. Borrower and Banks acknowledge and
agree that (i) the entire principal amount of the Loan
evidenced by the New Notes has been repaid, and (ii) the
aggregate remaining outstanding principal balance of the
-3-
<PAGE> 4
Loan as of the date of Amendment No. 5 is $40,740,000. The
principal balance of the Loan shall be repaid as follows:
(a) On December 30, 1994 Borrower shall make a
principal payment of Nine Hundred Seventy Thousand Dollars
($970,000); and
(b) The aggregate outstanding principal balance
of the Loan after application of the foregoing payment, being
Thirty-Nine Million Seven Hundred Seventy Thousand Dollars
($39,770,000) shall be payable in twenty (20) consecutive
quarterly installments in accordance with the repayment
schedule set forth below on the last day of each March, June,
September and December, commencing on March 31, 1995 and
continuing thereafter, with the remaining principal balance
and all other amounts outstanding under the Loan Agreement due
and payable on December 31, 1999. The principal payments for
each quarter shall be in an amount equal to the percentages of
the Loan on January 1, 1994 as set forth in the table below
opposite the period in or date on which such payment occurs.
<TABLE>
<CAPTION>
Percentage of Loan
Period or Date Repayable
-------------- ------------------
<S> <C>
1/1/95 to 12/31/95 3.125% each quarter
1/1/96 to 12/31/96 4.375% each quarter
2/1/97 to 12/31/97 5.625% each quarter
1/1/98 to 12/31/98 5.625% each quarter
1/1/99 to 9/30/99 6.250% each quarter
12/31/99 Outstanding principal
balance
</TABLE>
Notwithstanding the preceding portion of this Paragraph 2.05,
in the event that Banks shall have accelerated the Loan upon
the occurrence of an Event of Default, the aggregate
outstanding balance under the Notes shall be due and payable
on the date of Banks' declaration of the Event of Default and
acceleration of the Loan.
4. Amendment to Paragraph 5.13 (Senior Debt to
Annualized Cash Flow). Paragraph 5.13 of the Loan Agreement is hereby amended
and restated in its entirety as follows:
-4-
<PAGE> 5
5.13. Senior Debt to Annualized Cash Flow. Borrower
will maintain, on the last day of each fiscal quarter, a ratio
of Senior Debt to Annualized Cash Flow not to exceed 3.50:1.
5. Amendment to Paragraph 5.14 (Annualized Cash Flow
Debt Service). Paragraph 5.14 of the Loan Agreement is hereby amended and
restated in its entirety as follows:
5.14. Annualized Cash Flow to Debt Service.
Borrower will maintain, on the last day of each fiscal
quarter, a ratio of (i) Annualized Cash Flow to (ii) four (4)
times Debt Service for such fiscal quarter, of not less than
1.50:1.
6. Amendment to Exhibits A, C and F. Exhibits A, C, and
F of the Loan Agreement are hereby amended and restated to read in their
entirety as set forth in Exhibit B attached hereto.
7. Amendment Fee. On or before the date of this
Amendment No. 5, Borrower shall pay to Agent a fee in the amount of
$149,137.50, which shall be shared in by Banks on the basis of their respective
Pro Rata Shares (as defined in the Loan Agreement).
8. Representations and Warranties. Borrower hereby
represents and warrants to Banks as follows:
(a) Representations. Except as modified by the
facts set forth in the amended and restated Exhibits A, C and F the Loan
Agreement attached as Exhibit B hereto and except as described on Exhibit C
attached hereto, the representations and warranties set forth in Section Three
of the Loan Agreement are true and correct in all material respects as of the
date hereof; no Event of Default under the Loan Agreement or event which with
the passage of time or the giving of notice or both would constitute an Event
of Default is in existence; and there has been no material adverse change in
Borrower's financial condition or business since August 29, 1985.
(b) Power and Authority. Each of Borrower and
Jones, on behalf of Borrower, has the power and authority under Colorado law
and under its respective Partnership Agreement, or articles of incorporation
and bylaws, to enter into and perform this Amendment No. 5, the Third Amended
and Restated Notes and the Fourth Modification of Deed to Secure Debt and all
other agreements, documents and actions required hereunder (hereinafter
collectively referred to as the "Amendment Documents"); and all actions
(corporate or otherwise) necessary or appropriate for the
-5-
<PAGE> 6
execution and performance by Borrower or Jones, on behalf of Borrower, of the
Amendment Documents have been taken and upon their execution and delivery, the
same will constitute the valid and binding obligations of Borrower and Jones,
on behalf of Borrower, to the extent each is a party thereto, enforceable in
accordance with their respective terms.
(c) No Violation of Laws or Agreements. The
making and performance of the Amendment Documents will not violate any
provisions of any law or regulation, federal, state or local (in any material
respects), or the Partnership Agreement of Borrower or the articles of
incorporation or bylaws of Jones or result in any material breach or violation
of, or, except as described in the amended and restated Exhibits A, C and F to
the Loan Agreement attached as Exhibit B hereto, constitute a default under,
any material agreement by which either Borrower, Jones or their respective
property may be bound or affected.
(d) Perfection Liens. The liens on the Collateral
will continue as security for the Loan as a first priority lien on such
Collateral, subject only to liens permitted by Section 6.05 of the Loan
Agreement, as amended, and will continue to secure all indebtedness of Borrower
to Banks under the Notes. Except for (i) the filing of the Fourth Modification
of Deed to Secure Debt as provided in Paragraph 9(d), (ii) the filing of
amendments to UCC financing statements as provided in Paragraph 9(d), and (iii)
the periodic filing of continuation statements with respect to financing
statements filed under the Uniform Commercial Code of applicable jurisdictions,
no further action, including the filing or recording of any documents, is
required to continue and maintain such perfected liens.
9. Conditions to Effectiveness of Amendment No. 5. The
effectiveness of this Amendment No. 5 shall be subject to Banks' receipt of the
following documents, each in form and substance satisfactory to Banks:
(a) Amendment No. 5. This Amendment No. 5, duly
executed and delivered by Borrower and Banks, together with all Exhibits
thereto.
(b) Third Amended and Restated Notes. The Third
Amended and Restated Notes in the form of Exhibit A to Amendment No. 5, duly
executed by Borrower and delivered to each Bank.
(c) Fourth Modification of Deed to Secure Debt.
The Fourth Modification of Deed to Secure Debt duly executed by Borrower in
recordable form, amending the Deed to Secure Debt with respect to the final
maturity of the Loan.
-6-
<PAGE> 7
(d) Amendments to UCC Financing statements. Such
amendments to UCC financing statements and other recordations as are requested
by Banks to perfect or to continue the perfected status of the security
interests granted to the Banks.
(e) Authorization Documents. A certified copy of
the resolutions of the board of directors of Jones authorizing Jones' and
Borrower's execution and full performance of the Fourth Amendment Documents,
and an incumbency certificate setting forth the officers of Jones.
(f) Evidence of Good Standing. Certificates of
good standing in each state in which Borrower conducts business.
(g) Opinion of Counsel. An opinion letter from
counsel for Borrower and Jones in Colorado covering the representations and
warranties set forth in clauses (b)-(c) of Paragraph 8 of this Amendment No. 5
and an opinion letter from counsel for Borrower and Jones in Georgia covering
the representations and warranties set forth in clause (d) of Paragraph 8 of
this Amendment No. 5.
(h) Searches. Uniform Commercial Code, tax, and
judgment searches against Borrower in those offices and jurisdictions as the
Banks shall reasonably request.
(i) Payment of Fees. Payment of the amendment
fee as required by Paragraph 7 hereof.
10. Affirmation. Borrower hereby affirms all the
provisions of the Loan Agreement, as amended, including by this Amendment No.
5, agrees that the terms and conditions of the Loan Agreement shall continue in
full force and effect as supplemented and amended hereby, confirms that the
Collateral required under the Loan Agreement, including without limitation the
collateral security afforded by the Loan Agreement, the Security Agreement, the
Mortgages, the Deed to Secure Debt and all similar or related documents and
agreements and all properties and assets constructed or otherwise obtained or
acquired with the proceeds of advances under the Commitment, secure all
liabilities and Obligations of Borrower under the Loan Agreement, as amended,
including by this Amendment No. 5.
11. Miscellaneous.
(a) This Amendment No. 5, the Third Amended and
Restated Notes and the other Amendment Documents shall be governed by and
construed in accordance with the laws of the Commonwealth of Pennsylvania.
-7-
<PAGE> 8
(b) Borrower agrees to reimburse Agent for all
reasonable costs and expenses (including but not limited to attorneys' fees and
disbursements) which Agent may pay or incur in connection with the preparation
of this Amendment No. 5, the Amendment Documents executed in connection
herewith, all recordings and the closing contemplated hereby.
(c) All terms and conditions of this Amendment
No. 5 shall be for the benefit of and be binding upon and enforceable by the
respective successors and assigns of the parties hereto.
(d) This Amendment No. 5 may be executed in any
number or counterparts with the same effect as if all the signatures of such
counterparts appeared on one document and each such counterpart shall be deemed
an original.
(e) The execution, delivery and performance of
this Amendment No. 5 shall not operate as a waiver of any right, power or
remedy of Banks under the Loan Agreement and the agreements and documents
executed in connection therewith or constitute a waiver of any provision
thereof.
IN WITNESS WHEREOF, the undersigned has executed this
Amendment No. 5 the day and year first above written.
CABLE TV FUND 12-B, LTD.
ATTEST: By: JONES INTERCABLE, INC. , Its
sole general partner
By: /s/ Katherine A. LeVoy By: /s/ J. ROY POTTLE
Title: Asst. Secretary Title: Treasurer
[CORPORATE SEAL]
CORESTATES BANK, N.A., for itself
and as Agent
By: /s/ PHILIP D. HARRISON
Name: Phillip D. Harrison
Title: Commercial Officer
[EXECUTIONS CONTINUED]
-8-
<PAGE> 9
CHEMICAL BANK
By: /s/ JOHN C. COFFIN
Name: John C. Coffin
Title: Vice President
NATIONSBANK OF NORTH CAROLINA, N.A.
By: /s/ DAVID G. JAMES
Name: David G. James
Title: Vice President
NATIONSBANK OF TEXAS, N.A.
By: /s/ DAVID G. JAMES
Name: David G. James
Title: Vice President
The undersigned Jones Intercable, Inc. ("Jones"), the sole general
partner of Borrower, hereby consents to the terms of Amendment No. 5 and agrees
and confirms that any indebtedness of Borrower to Jones is subordinated by the
terms of the Subordination Agreement of Jones dated August 29, 1985 to all
indebtedness, obligations and liabilities of Borrower to Banks under the Loan
Agreement, as amended, or otherwise.
JONES INTERCABLE, INC.
By: /s/ J. ROY POTTLE
Name: J. Roy Pottle
Title: Treasurer
-9-
<PAGE> 10
EXHIBIT A
FORM OF
THIRD AMENDED AND RESTATED NOTE
$_________________ December __, 1994
FOR VALUE RECEIVED, the undersigned CABLE TV FUND 12-B, LTD.,
a Colorado limited partnership with its principal office at 9697 East Mineral
Avenue, Englewood, Colorado 80112 (herein "Borrower"), hereby promises to pay
to the order of _____________________________________ (herein "Bank"), at the
offices of CoreStates Bank, N.A., a national banking association (formerly
known as The Philadelphia National Bank) (herein "Agent") at Broad and Chestnut
Streets, Philadelphia, Pennsylvania 19107, the principal sum of ____________
DOLLARS ($_____________) or such lesser sum as provided below, in accordance
with the Repayment Schedule attached hereto and made a part hereof, on the last
day of each March, June, September and December with the remaining principal
balance and all other amounts outstanding under the Loan Agreement due and
payable on December 31, 1999; together with interest on the unpaid principal
balance in accordance with Paragraph 2.06 of the Loan Agreement referred to
below. Interest payable on this Third Amended and Restated Note shall at all
times be limited to the highest rate permitted by applicable law. Amounts
received by Bank as Agent shall be shared by Banks (as defined in the Loan
Agreement referred to below) on the basis of each Bank's Pro Rata Share (as
defined in the Loan Agreement referred to below).
This Third Amended and Restated Note arises out of a certain
Loan and Security Agreement dated August 29, 1985 by and among Borrower, Jones
Intercable, Inc., a Colorado corporation ("Jones"), Agent, Bank and the other
Banks party thereto, as amended (as amended from time to time, including by
Amendment No. 5 to Loan and Security Agreement, the "Loan Agreement"), to which
reference is made for a statement of the respective rights and obligations of
the parties and the terms and conditions therein provided under which the
principal hereof and accrued interest thereon, if any, may become immediately
due and payable or may be required to be prepaid. All capitalized terms used
but not defined herein shall have the meanings ascribed to such terms in the
Loan Agreement.
This Third Amended and Restated Note amends and restates in
its entirety the Second Amended and Restated Note dated November 29, 1991
delivered to Bank in connection with Amendment No. 4 to Loan and Security
Agreement, which amended and restated the Amended and Restated Promissory Note
dated March 29, 1989 delivered to Bank in connection with Amendment No. 3 to
Loan and Security Agreement, which amended and restated in its entirety the
Promissory Note dated August 19, 1985 delivered to Bank under the Loan
Agreement, as amended by the Allonge dated March 31, 1988 delivered to Bank in
connection with Amendment No.
<PAGE> 11
2 to Loan and Security Agreement (all such prior notes, the "Prior Notes");
provided, however, that the indebtedness of Borrower evidenced under such Prior
Notes and the Collateral therefore are not terminated, extinguished or
discharged, but shall continue to be evidenced by and be governed by this Third
Amended and Restated Note, the Loan Agreement and the documents granting the
Collateral.
Except as set forth hereinbelow in any action or proceeding
brought on this Third Amended and Restated Note or the indebtedness evidenced
hereby, no deficiency may be asserted or enforced against the separate assets
of Jones, and the liability of Jones for any amounts due hereunder shall be
limited to Jones' interest in the Collateral, Jones' partnership interest in
Borrower and in any other assets of Borrower. Any Bank may join Jones, in its
capacity as general partner, as defendant in any legal action such Bank
undertakes to enforce its rights and remedies under this Third Amended and
Restated Note, but any judgment in any such action may be satisfied by recourse
only to the Collateral, Jones' partnership interest in Borrower and any other
assets of Borrower, and not by recourse directly to or by execution on Jones'
separate assets. Notwithstanding the foregoing, nothing set forth herein shall
be deemed to limit the liability of Jones or its assets or prohibit a Bank from
taking any legal action against Jones on its assets for any fraud, intentional
misconduct or gross negligence of Jones.
Notwithstanding the face amount of this Third Amended and
Restated Note, the undersigned's liability hereunder shall be limited at all
times to its actual aggregate outstanding indebtedness to Bank, principal and
interest, under the Loan, together with all fees and expenses provided in the
Loan Agreement.
Borrower hereby waives presentment, demand for payments,
notice of dishonor or acceleration, protest and notice of protest, and any and
all other notices or demands in connection with the delivery, acceptance,
performance, default or enforcement of this Third Amended and Restated Note,
excepting any notice requirements set forth in the Loan Agreement.
By the delivery and acceptance of this Third Amended and
Restated Note, Borrower and Bank hereby agree that it is the intention of the
parties hereto that this Third Amended and Restated Note shall not constitute a
novation and shall in no way adversely affect or impair the lien priority of
the documents granting the Collateral.
IN WITNESS WHEREOF, the undersigned, by its duly authorized
general partner, has executed this Third Amended and Restated Note the day and
year first above written.
-2-
<PAGE> 12
CABLE TV FUND 12-B, LTD.
ATTEST: By: JONES INTERCABLE, INC.,
its sole General Partner
By:_____________________________ By:_______________________________
Name: Name:
Title: Title:
[CORPORATE SEAL]
-3-
<PAGE> 13
REPAYMENT SCHEDULE
TO
PROMISSORY NOTE
OF
CABLE TV FUND 12-B, LTD.
On December 31, 1994 Borrower shall make a principal payment
of Nine Hundred Seventy Thousand Dollars ($970,000). The aggregate outstanding
principal balance under the Notes on January 1, 1994, after application of the
foregoing payment, shall be payable in twenty (20) consecutive quarterly
installments in accordance with the repayment schedule set forth below on the
last day of each March, June, September and December, commencing on March 31,
1995 and continuing thereafter, with the remaining principal balance and all
other amounts outstanding under the Loan Agreement due and payable on December
31, 1999. The aggregate principal payments for each quarter shall be in an
amount equal to the percentages of the Loan on January 1, 1994 as set forth in
the table below opposite the period in or date on which such payment occurs.
Each of the above described payments shall be allocated to the Third Amended
and Restated Notes of each Bank pro rata according to such Bank's Pro Rata
Share.
<TABLE>
<CAPTION>
Percentage of Loan
Period or Date Repayable
-------------- ------------------
<S> <C>
1/1/95 to 12/31/95 3.125% each quarter
1/1/96 to 12/31/96 4.375% each quarter
1/1/97 to 12/31/97 5.625% each quarter
1/1/98 to 12/31/98 5.625% each quarter
1/1/99 to 9/30/99 6.250% each quarter
12/31/99 Outstanding principal
balance
</TABLE>
Notwithstanding the preceding portion of this Repayment Schedule, in the event
that Banks shall have terminated the Commitment upon the occurrence of an Event
of Default, the aggregate outstanding balance under the Notes shall be due and
payable on the date of Banks' declaration of the Event of Default and
termination of the Commitment.
-4-
<PAGE> 1
AMENDMENT NO. 1 TO CREDIT AGREEMENT
THIS AMENDMENT NO. 1 to CREDIT AGREEMENT ("Amendment No. 1")
is made this 30th day of September, 1994 by and among CABLE TV FUND 12-BCD
VENTURE, a joint venture general partnership consisting of three Colorado
limited partnerships, with offices at 9697 East Mineral Avenue, Englewood,
Colorado 80112 ("Borrower"); CORESTATES BANK, N.A., a national banking
association with offices at 1500 Market Street, Centre Square West,
Philadelphia, Pennsylvania 19101 ("PNB," and in its capacity as agent
hereunder, "Agent"); ROYAL BANK OF CANADA, a Canadian chartered bank with
offices at Financial Square, New York, New York 10005-3531 ("Royal");
NATIONSBANK OF TEXAS, N.A., a national banking association with offices at 901
Main Street, 67th Floor, Dallas, Texas 75201 ("Nations"); SHAWMUT BANK
CONNECTICUT, N.A., successor to Connecticut National Bank, a national banking
association, with offices at 777 Main Street, Hartford, Connecticut 06115
("Connecticut"); CIBC, INC., a United States financial institution with offices
at 200 West Madison Avenue, Chicago, Illinois 60606 ("CIBC"); and COLORADO
NATIONAL BANK, 918 17th Street, Denver, Colorado 80202 ("CNB") (successor to
the Colorado National Bank of Denver, a national banking association) (PNB,
Royal, Nations, Connecticut, CIBC and CNB each individually a "Bank," and
individually and collectively, the "Banks"; provided, however, that from and
after the Effective Date (as defined below), CIBC shall cease to be a "Bank").
W I T N E S S E T H:
WHEREAS, Borrower is a joint venture general partnership
formed pursuant to the Joint Venture Agreement dated March 17, 1986 (as
amended, the "Joint Venture Agreement") by and among Cable TV Fund 12-B, Ltd.,
Cable TV Fund 12-C, Ltd. and Cable TV Fund 12-D, Ltd. (the "Partners"), each a
Colorado limited partnership of which Jones Intercable, Inc. ("Jones") is the
sole general partner; and
WHEREAS, Borrower and Banks (other than CNB) entered into an
Amended and Restated Credit Agreement dated March 31, 1992 (as amended from
time to time, including by this Amendment No. 1, the "Credit Agreement"),
pursuant to which such Banks agreed to loan to Borrower up to an aggregate
principal amount not to exceed Ninety Million Dollars ($90,000,000) at any time
outstanding; and
WHEREAS, CoreStates assigned a portion of its interest under
the Credit Agreement to CNB pursuant to an Assignment Agreement dated February
22, 1993, and the parties desire to amend the Credit Agreement in certain
respects to reflect such assignment; and
<PAGE> 2
WHEREAS, Borrower and Banks also desire to amend the Credit
Agreement to reduce the Commitment to Eighty Seven Million Dollars
($87,000,000), reallocate the Pro Rata Shares of the Banks, revise the
amortization and extend the revolving credit period, revise certain covenants,
and amend certain other provisions, all as set forth herein, subject to the
terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and the
agreements hereinafter set forth, and intending to be legally bound hereby, the
parties agree as follows:
1. Definitions
(a) General Rule. Unless otherwise defined
herein, terms used herein which are defined in the Credit Agreement shall have
the meanings assigned to them in the Credit Agreement.
(b) Amended Definitions. The following
definitions contained in Paragraph 1.01 of the Credit Agreement are hereby
amended and restated in their entirety to read as follows:
"Bank" shall mean individually, and "Banks"
shall mean individually and collectively, PNB, Royal,
Nations, Connecticut, CIBC and CNB; provided, however
that from and after the Effective Date, CIBC shall
cease to be a "Bank".
"Commitment" shall mean the maximum
aggregate principal amount which Banks have agreed to
advance under Section Two hereof, being Eighty Seven
Million Dollars ($87,000,000) on the Effective Date.
"Debt Service" shall mean, for any fiscal
period of Borrower, the payment or accrual of
principal, interest and fees (including without
limitation the commitment fee set forth in Paragraph
2.12 hereof) due on Funded Debt in such period plus
any amounts paid or accrued under Capital Leases for
such period, plus any amounts, whether for principal,
interest or fees, actually paid on deferred
Management Fees or Home Office Allocations or
advances of Jones to Borrower; provided, however,
that for purposes of determining Debt Service for any
fiscal quarter of Borrower, one-half (1/2) of each
semi-annual principal and interest payment due on the
Insurance Notes shall be allocated on an equal basis
to each of two (2) quarters in each such semi-annual
period.
--2--
<PAGE> 3
"Net Income" shall mean, for any period,
Borrower's net income plus, to the extent taken into
account in calculating net profit, taxes accrued but
not actually paid in cash for such period as
determined in accordance with GAAP.
"Note" shall mean individually, and "Notes"
shall mean individually and collectively, the Second
Amended and Restated Promissory Notes in the form of
Exhibit A attached to Amendment No. 1 in favor of
each Bank required to be executed and delivered by
Borrower to Banks pursuant to Paragraph 14(b) of
Amendment No. 1, as each such Note may be amended,
modified, extended, consolidated or restated from
time to time.
"Operating Cash Flow" shall mean, for any
fiscal period of Borrower, (i) the sum of Net
Income plus the following items, in each case to the
extent taken into account in calculating Net Income
for such period: (a) Depreciation, (b) Interest
Expense, (c) Management Fees paid, and (d) Home
Office Allocations paid, less (ii) any non-cash
gains or income of Borrower and any extraordinary
income of Borrower, determined in accordance with
GAAP.
"Termination Date" shall mean the earlier
of (i) March 31, 1996 or (ii) the date on which the
Commitment is terminated pursuant to Paragraph 2.08
or 8.02 hereof.
(c) Additional Definitions. The following
definitions are hereby added to Paragraph 1.01 of the Credit Agreement to read
in their entirety as follows:
"Amendment Documents" means Amendment No.
1, the Second Amended and Restated Notes and all
other documents and agreements required in connection
therewith.
"Amendment No. 1" shall mean Amendment No.
1 to Credit Agreement by and among Borrower, Agent
and Banks dated September ____, 1994.
"Annual Excess Cash Flow" shall mean, for
any fiscal year, Operating Cash Flow for such fiscal
year minus: (a) Debt Service (excluding amounts paid
or accrued with respect to Management Fees and Home
Office Allocations) for such fiscal year, (b)
Capital Expenditures for such fiscal year, (c) One
Hundred Thousand Dollars ($100,000) and (d)
--3--
<PAGE> 4
the budgeted dollar amount of Capital Expenditures as
set forth in Borrower's Ten Year Budgets for the
Tampa System dated February 16, 1994, for the
Albuquerque System dated January 14, 1994, and for
the Palmdale System dated November 23, 1993 submitted
to the Banks less, the actual amount of Capital
Expenditures of Borrower made from January 1, 1994
through the last day of the applicable fiscal year.
"Effective Date" shall have the meaning
provided in Section 14 of Amendment No. 1.
"Refund Liability" shall have the meaning
set forth in Paragraph 3.24 hereof, as added by
Amendment No. 1.
2. The Commitment.
(a) Reduction of Commitment. The
Borrower and the Banks hereby agree that on the Effective Date the Commitment
shall be reduced to Eighty Seven Million Dollars ($87,000,000).
(b) Interest and Fees. On the
Effective Date Borrower shall make a payment to Banks (including CIBC) in the
amount of interest and commitment fee due pursuant to Paragraphs 2.06(b) and
2.12, respectively, from the last date interest and commitment fee were paid
through and including the Effective Date. Such amount will be shared by the
Banks (including CIBC) on the basis of their respective Pro Rata Shares prior
to the Effective Date.
(c) Principal Payment. On the
Effective Date, Borrower shall make a principal payment to the Agent for the
benefit of Banks (including CIBC) in an amount equal to the amount by which
the Loan exceeds Eighty Seven Million Dollars ($87,000,000) immediately prior
to the Effective Date. Such amount, if any, shall be paid to the Banks
(including CIBC) on the basis of their Pro Rata Shares prior to the Effective
Date.
(d) Certain Bank Payments. Following
the application of any principal payment required pursuant to subparagraph (c)
above, PNB and Connecticut shall each make a payment to Agent, in an amount
specified by Agent, and Agent shall pay such amounts to CIBC, with the effect
that immediately thereafter each Bank will hold its Pro Rata Share of the Loan
as in effect following the Effective Date. Such payments shall constitute
purchases by PNB and Connecticut of corresponding portions of CIBC's interest
in the Loan, and immediately thereafter CIBC shall no longer be a Bank under
the Credit Agreement. CIBC represents and warrants to PNB and Connecticut
--4--
<PAGE> 5
that it has made no other sale or assignment of its interest in the Loan, and
that it has the requisite power and authority to make the foregoing sales
thereof to PNB and Connecticut hereunder.
3. Amendment to Paragraph 2.02
(Promissory Notes). Paragraph 2.02 of the Credit Agreement is hereby amended
and restated to read in its entirety as follows:
2.02. Promissory Notes.
(a) The indebtedness of Borrower to each
Bank under the Loan will be evidenced by a Second
Amended and Restated Promissory Note executed by
Borrower in favor of such Bank in the form of Exhibit
A attached to Amendment No. 1. The original principal
amount of each Bank's Note will be the amount
identified in Paragraph 2.03 hereof as its respective
Maximum Principal Amount; provided, however, that
notwithstanding the face amount of any Note,
Borrower's liability under each such Note shall be
limited at all times to its actual indebtedness
(principal, interest, fees, premiums and expenses)
then outstanding hereunder.
(b) The Second Amended and Restated
Promissory Notes in the form of Exhibit A attached
hereto shall replace and supersede the Amended and
Restated Promissory Notes of Borrower in favor of
PNB, Royal, and Nations dated March 31, 1992 and the
Replacement Promissory Notes of Borrower in favor of
Connecticut and CIBC dated March 31, 1992
(collectively, the "Prior Notes"); provided,
however, that the execution and delivery of the
Second Amended and Restated Notes shall not in any
circumstance be deemed to have terminated,
extinguished or discharged Borrower's indebtedness
under the Prior Notes, all of which indebtedness and
the collateral security therefor shall continue under
and be governed by the Second Amended and Restated
Notes. The Notes in the form of Exhibit A attached
to Amendment No. 1 are a replacement, consolidation,
amendment and restatement of the Prior Notes and are
NOT A NOVATION. Nothing herein is intended to
modify or in any way affect the priority of the liens
which secure the Notes in favor of the Banks.
4. Amendment to Paragraph 2.03 (Banks'
Participation). Paragraph 2.03 of the Credit Agreement is hereby amended and
restated to read in its entirety as follows:
--5--
<PAGE> 6
2.03. Banks' Participation. Banks shall
participate in the Loan in the Maximum Principal
Amounts and Pro Rata Shares set forth in the schedule
below:
<TABLE>
<CAPTION>
Pro Rata Share
Maximum Principal (as percentage
Bank Amount of Commitment)
---- ----------------- --------------
<S> <C> <C>
PNB $22,000,000 25.3%
Royal $20,000,000 23.0%
Nations $20,000,000 23.0%
Connecticut $20,000,000 23.0%
CNB $ 5,000,000 5.7%
----------- ------
Total: $87,000,000 100.0%
</TABLE>
5. Amendment to Paragraph 2.05(a) (Quarterly
Amortization). Paragraph 2.05(a) of the Credit Agreement is hereby amended
and restated to read in its entirety as follows:
(a) Quarterly Amortization. The
aggregate outstanding principal balance under the
Loan on the Termination Date shall be due and payable
in consecutive quarterly installments, commencing on
June 30, 1996 and continuing quarterly on the last
Business Day of each September, December, March and
June thereafter as set forth below until the earlier
of the Loan having been repaid in full or March 31,
2000. The amount of each quarterly payment during
the period set forth in the left hand column below
shall be the applicable percentage set forth in the
right-hand column below times the principal balance
of the Loan outstanding on the Termination Date:
<TABLE>
<CAPTION>
Percentage of Loan Outstanding
on Termination Date to be Paid
on Each Quarterly Payment Date
Period During Period
------ ------------------------------
<S> <C>
4/1/96 - 12/31/96 3.00%
1/1/97 - 12/31/97 1.75%
1/1/98 - 12/31/98 1.875%
1/1/99 - 12/31/99 2.00%
1/1/00 - 03/31/00 Remaining
Principal
Balance of the
Loan
</TABLE>
--6--
<PAGE> 7
Notwithstanding the foregoing, the aggregate outstanding balance of the Loan
shall be due and payable on the earlier of March 31, 2000 or the date of
termination of the Commitment.
6. New Paragraphs 2.05(c) and (d) (Annual
Excess Cash Flow). New Paragraph 2.05(c) and (d) are hereby added to the
Credit Agreement to read in their entirety as follows:
(c) Annual Excess Cash Flow. In
addition to the payments required by subparagraphs
(a) and (b) of this Paragraph 2.05, commencing with
the delivery of Financial Statements for the fiscal
year ending December 31, 1996, on the earlier of the
date on which annual financial statements are
delivered or the date on which they are required to
be delivered pursuant to Paragraph 5.03 hereof with
respect to any fiscal year, Borrower shall pay to
Banks an amount equal to the Annual Excess Cash Flow
with respect to such fiscal year. Any such payment
shall be applied first to accrued and unpaid interest
hereunder and then to principal, in the inverse order
of the maturity of the installments thereof, first
to Portions bearing interest based on the Base Rate
and then to Portions bearing interest based on the
Adjusted CD Rate or Adjusted Labor Rate, as Borrower
may elect, and shall not affect Borrower's obligation
to make the scheduled or additional payments required
to be made in accordance with subparagraphs (a) and
(b) above. Payments made under this Paragraph
2.05(c) prior to the Termination Date shall
permanently reduce the Commitment in accordance with
Paragraph 2.09 hereof.
(d) All payments made pursuant to
Paragraphs 2.05(a), (b) and (c) shall be shared by
Banks on the basis of their respective Pro Rata
Shares.
7. Additional Representation and Warranty.
The following representation and warranty
is hereby added to the Credit Agreement to read in its entirety as follows:
3.24. Regulation. As of the Effective
Date, Borrower has elected to use the FCC-defined
"cost of service" showing as a method for determining
its maximum permitted basic service rate. As of the
Effective Date, Borrower is not aware of any refund
liability relating to its cost of service showing
calculation which is in excess of Five Million
Dollars ($5,000,000) and as to which there has been
issued an
--7--
<PAGE> 8
order of a Local Authority not appealed within the
applicable appeal period or a final order of the FCC
(a "Refund Liability").
8. Amendment to Paragraph 5.15 (Funded Debt
to Annualized Operating Cash Flow Ratio). Paragraph 5.15 of the Credit
Agreement is hereby amended and restated to read in its entirety as follows:
5.15 Funded Debt to Annualized Cash Flow
Ratio. Borrower will maintain the ratio of Funded
Debt to Annualized Operating Cash Flow at all times
during the periods set forth in the left hand column
below in an amount not to exceed the ratios set forth
in the right hand column below:
<TABLE>
<CAPTION>
Ratio of Funded Debt
to Annualized
Period Operating Cash Flow
------ -------------------
<S> <C>
6/30/94 - 3/30/95 5.00:1.00
3/31/95 - 3/30/96 4.50:1.00
3/31/96 and thereafter 4.00:1.00
</TABLE>
9. New Paragraph 5.24. The following new
Paragraph 5.24 is hereby added to the Credit Agreement:
5.24 Refund Liabilities. Borrower will
notify Banks in writing immediately upon becoming aware of any Refund Liability
(as defined in Paragraph 3.24).
10. Amendment to Paragraph 6.09 (Payments to
Affiliates). Paragraph 6.09 of the Credit Agreement is hereby amended and
restated to read in its entirety as follows:
6.09. Payments to Affiliates. Pay or accrue any
salaries or other compensation, fees (including Management
Fees) or other payments (including Home Office Allocations) to
Affiliates, except, in the absence of an Event of Default or
Default hereunder and so long as such payment shall not cause an
Event of Default or Default hereunder: (i) in connection with
the sale of a System as permitted by Paragraph 6.07 hereof,
Borrower may make such distributions to the Partners as shall be
necessary to cover each such Partner's tax liability arising in
connection with such sale; (ii) if Borrower represents to Banks
as of the date of any such proposed payment that it is not aware
of any Refund Liability, Borrower may (A) repay advances (and
accrued interest thereon at a rate not to exceed Jones' average
cost of funds) made by Jones to Borrower and (B) prior to March
31, 1996, pay or
--8--
<PAGE> 9
accrue, as applicable, (1) Management Fees in an amount which
for any fiscal quarter of Borrower does not exceed five percent
(5%) of Borrower's Gross Operating Revenues for such quarter and
(2) Home Office Allocations; provided, however, that if in any
fiscal quarter Borrower shall have repaid advances or made
payments of Management Fees and Home Office Allocations to Jones
at a time when such payment was permitted hereunder, but an
Event of Default, Default or Refund Liability shall exist as of
the end of the fiscal quarter in which such payment(s) were
made, Jones shall repay the same to Borrower immediately upon
determination of the existence of such Event of Default, Default
or Refund Liability and, after such repayment, the same shall be
deemed to have been deferred for purposes of this Agreement;
provided, further, that any Management Fees and Home Office
Allocations accrued for any fiscal quarter but not paid out of
Borrower's Operating Cash Flow for such quarter may, prior to
March 31, 1996, be deferred and subordinated to the Loan
pursuant to the Subordination Agreement; provided, further, that
so long as there exists no Event of Default or Default under
this Agreement or Refund Liability, and the making of such
payment does not cause an Event of Default or Default hereunder,
Borrower may pay, prior to March 31, 1996, accrued interest on
deferred Management Fees and Home Office Allocations at a rate
not to exceed Jones' average cost of funds; and provided
further, that after March 31, 1996, Borrower may accrue and
defer (but may not pay until the Loan has been paid in full)
(x) Management fees in the amounts described in Subparagraph
6.09 (ii)(B)(1) above and (y) Home Office Allocations; and (iii)
Borrower may make payments to Affiliates for brokerage services,
including in connection with the purchase or sale of a System,
and for the sale of television or other signals, the purchase or
lease of television or other signals or specialized equipment
and the licensing of technology, provided (x) such transactions
are at a price and on terms at least as favorable as those
prices and terms being generally offered in the same market
place by unrelated parties for goods or services as nearly
identical as possible in regard to quality, technical
advancement and availability, provided, however, that so long
as no Default or Event of Default is in existence, Borrower may
pay brokerage fees to The Jones Group Ltd. in connection with
(a) the sale of a System to an entity which is not an Affiliate
in an amount not to exceed two and one-half percent (2-1/2%) of
the gross sales price of the System, and (b) the purchase of a
System, in an amount not to exceed four and one
--9--
<PAGE> 10
half percent (4-1/2%) of the lower of the gross purchase price
or appraisal value of the System and (y) payments to Jones
Programming Services, Inc. ("Programming") for the purchase of
signals or programming for the Systems shall not exceed the
payments made by or charged to other Affiliates of Programming
by Programming for comparable quantity and quality of signals or
programming.
11. Amendment to Exhibit C (Disclosure Pursuant to
Representations and Warranties). Exhibit C to the Credit Agreement is hereby
amended and restated to read in its entirety as set forth in Exhibit B to this
Amendment No. 1.
12. Amendment Fee. On the date of this Amendment No. 1,
Borrower shall pay to Agent for the account of Banks an amendment fee in the
amount as set forth in a letter between Borrower and Agent dated September 15,
1994 to be shared by Banks in accordance with their respective Pro Rata Shares.
13. Representations and Warranties. Borrower hereby
represents and warrants to Banks as follows:
(a) Representations in Credit Agreement. Taking
into account the amendment and restatement of Exhibit C to the Credit Agreement
attached as Exhibit B hereto, the representations and warranties set forth in
Section Three of the Credit Agreement, including without limitation Paragraph
3.24 thereof, are true and correct in all respects as of the date hereof;
except such Defaults or Events of Default which may have existed prior to the
amendments set forth in this Amendment No. 1, and no longer exist as a result
of such amendments, no Event of Default under the Credit Agreement or event
which with the passage of time or the giving of notice or both would constitute
an Event of Default is in existence; and other than as described on Exhibit C,
as so amended and restated, there has been no material adverse change in
Borrower's financial condition since March 31, 1992.
(b) Power and Authority. Each of Borrower, the
Partners and Jones has the power and authority under Colorado law and under its
respective Joint Venture Agreement, Partnership Agreement or articles of
incorporation and by-laws to enter into and perform the Amendment Documents;
all actions (corporate or otherwise) necessary or appropriate for the execution
and performance by Borrower, the Partners and Jones of the Amendment Documents
have been taken; and, upon execution of the Amendment Documents, the same and
the Credit Agreement constitute the valid and binding obligations of Borrower,
the Partners and Jones to the extent each is a party thereto, enforceable in
accordance with their terms.
--10--
<PAGE> 11
(c) No Violations of Law or Agreements. The
making and performance of the Amendment Documents by Borrower, the Partners and
Jones will not violate any provisions of any law or regulation, federal, state
or local, any court, arbitral or governmental order, decree or award, or its
respective Joint Venture Agreement, Partnership Agreement or articles of
incorporation and by-laws, or result in any breach or violation of, or
constitute a default under, any material agreement or instruments, including
without limitation any satellite master antenna television agreement and any
franchise, license or permit, by which either Borrower, the Partners or Jones
or their respective property may be bound except with respect to such consents
which are required and have not been obtained as identified on Exhibit C to the
Credit Agreement, as amended and restated on the date hereof.
14. Conditions to Effectiveness of Amendment. This
Amendment No. 1 shall be effective upon Agent's receipt of the following
documents, each in form and substance satisfactory to Banks (the "Effective
Date"):
(a) Amendment No. 1. This Amendment No. 1 duly
executed by Borrower and Banks.
(b) Second Amended and Restated Notes. Second
Amended and Restated Notes in the form of Exhibit A attached hereto executed by
Borrower in favor of each Bank.
(c) Authorization Documents. A certificate of a
secretary or an assistant secretary of Jones (i) certifying that their have
been no amendments to the Joint Venture Agreement of Borrower, to the
Partnership Agreements of any of the Partners, or to the articles of
incorporation and bylaws of Jones since March 31, 1992, or, if there have been
any such amendments, attaching true and correct copies thereof, (ii) attaching
a true and correct copy of resolutions of the Board of Directors of Jones
authorizing Jones', the Partners' and Borrower's execution and full performance
of the Amendment Documents, (iii) attaching a true and correct copy of a
certificate of authority executed by the Partners, authorizing Borrower to
enter into and perform the Amendment Documents, and (iv) certifying the names,
titles and specimen signatures of the officers of Jones authorized to act with
respect to the Amendment Documents.
(d) Opinion of Counsel. An opinion letter from
counsel for the Borrower, the Partners and Jones covering the matters set
forth in Paragraph 13(b) and (c) hereof, with such exceptions as Agent shall
approve.
(e) Consents; Amendments. Any required consents,
amendments and approvals required, in connection with entering into this
Amendment No. 1.
--11--
<PAGE> 12
(f) Good Standing. Certificates of good standing
and qualification to do business of Borrower, the Partners and Jones dated as
of a recent date in those jurisdictions in which qualification is permitted or
required.
(g) Intercreditor Agreement; Amendment to Note
Agreements. The Banks, Agent, the Noteholders and CoreStates Bank, as
Collateral Agent, shall have confirmed in writing that the Intercreditor
Agreement among them dated March 31, 1992 remains in full force and effect
following the amendments to the Credit Agreement set forth in Amendment No. 1;
and Borrower and each of the Purchasers listed on Schedule 1 to the Note
Agreements shall have entered into an amendment to the Note Agreements to
effectuate such amendments to the Note Agreements as may be required to avoid
any Default or Event of Default thereunder.
(h) Lien Searches. Uniform Commercial Code, tax
and judgment lien searches against Borrower, the Partners and Jones in those
offices and jurisdictions as Banks shall reasonably request.
(i) Other Documents. Such additional documents as
Agent on behalf of Banks may reasonably request.
15. Affirmations. Borrower hereby: (i) affirms all the
provisions of the Credit Agreement, as amended by this Amendment No. 1, and the
Collateral Security Documents (as defined therein) and (ii) agrees that the
terms and conditions of the Credit Agreement shall continue in full force and
effect as supplemented and amended hereby, and that the Collateral Security
Documents shall continue to secure all obligations under the Credit Agreement.
16. Consent/Amendment to Note Amendments. The Banks and
Agent hereby approve and consent to Borrower executing amendments on the date
hereof between the Borrower and the Noteholders with respect to the Note
Agreements and the Insurance Notes, in substantially the form set forth in
Exhibit C hereto.
17. Miscellaneous.
(a) This Amendment No. 1 shall be governed by and
construed in accordance with the laws of the Commonwealth of Pennsylvania.
(b) Borrower agrees to reimburse Agent for all
reasonable costs and expenses (including but not limited to attorneys' fees
and disbursements) which Agent may pay or incur in connection with the
preparation of this Amendment No. 1, the Amendment Documents executed in
connection herewith, and the closing contemplated hereby.
--12--
<PAGE> 13
(c) All terms and provisions of this Amendment No. 1
shall be for the benefit of and be binding upon and enforceable by the
respective successors and assigns of the parties hereto.
(d) This Amendment No. 1 may be executed in any number
of counterparts with the same effect as if all the signatures on such
counterparts appeared on one document and each such counterpart shall be deemed
an original.
(e) Except as expressly set forth herein, the
execution, delivery and performance of this Amendment No. 1 shall not operate
as a waiver of any right, power or remedy of Bank under the Credit Agreement
and the agreements and documents executed in connection therewith or constitute
a waiver of any provision thereof.
IN WITNESS WHEREOF, the undersigned have executed this
Amendment No. 1 the day and the year first above written.
CABLE TV FUND 12-BCD VENTURE
By: CABLE TV FUND 12-B, LTD., a
general partner
By: CABLE TV FUND 12-C, LTD., a
general partner
By: CABLE TV FUND 12-D, LTD., a
general partner
Attest: By: Jones Intercable, Inc.,
their general partner
By: /s/ KATHERINE A. LEVOY By: /s/ KEVIN P. COYLE
Name: Katherine A. LeVoy Name: Kevin P. Coyle
Title: Assistant Secretary Title: Group Vice President/Finance
(CORPORATE SEAL)
CORESTATES BANK, N.A., individually
and in its capacity as Agent
hereunder
By: GEOFF BOYD
---------------------------------
Name: Geoff Boyd
Title: AVP
(EXECUTIONS CONTINUED)
--13--
<PAGE> 14
ROYAL BANK OF CANADA
By: /s/ E. SALAZAR
------------------------------
Name: E. Salazar
Title: Senior Manager
NATIONSBANK OF TEXAS, N.A.
By: /s/ DOUGLAS E. ROPER
------------------------------
Name: Douglas E. Roper
Title: Senior Vice President
SHAWMUT BANK CONNECTICUT, N.A.
By: /s/ ROBERT F. WEST
------------------------------
Name: Robert F. West
Title: Director
CIBC, INC.
By: /s/ P.G. SMITH
------------------------------
Name: P.G. Smith
Title: M/D
COLORADO NATIONAL BANK
By: /s/ LESLIE M. KELLY
------------------------------
Name: Leslie M. Kelly
Title: Vice President
--14--
<PAGE> 15
Jones Intercable, Inc. ("Jones"), as Subordinated Creditor
pursuant to that certain Amended and Restated Subordination Agreement dated
March 31, 1992 between jones and CoreStates Bank, N.A. as Agent for the Banks
(the "Subordination Agreement"), hereby acknowledges and agrees to the
foregoing Amendment No. 1, and agrees that the Subordination Agreement remains
in full force and effect.
JONES INTERCABLE, INC.
By: /s/ KEVIN P. COYLE
--------------------------------
Name: Kevin P. Coyle
Title: Group Vice President/Finance
--15--
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> DEC-31-1994
<CASH> 3,782,989
<SECURITIES> 0
<RECEIVABLES> 860,247
<ALLOWANCES> 79,128
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 78,503,036
<DEPRECIATION> (37,429,022)
<TOTAL-ASSETS> 58,543,185
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0
0
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</TABLE>
