ASSET PURCHASE AGREEMENT

“ Affiliate ” means with respect to any Person, any other Person controlling, controlled by or under common control with such Person, with “control” for such purpose meaning the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities or voting interests, by contract or otherwise.

“ Assets ” has the meaning given in Section 2.1.

“ Assumed Liabilities ” means (i) Seller’s obligations to subscribers of the Business for (A) subscriber deposits held by Seller as of Closing, which are refundable, to the extent Buyer receives credit therefor under Section 2.5; (B) subscriber advance payments held by Seller as of Closing, to the extent Buyer receives credit therefor under Section 2.5; and (C) the delivery of cable television service to the subscribers of the Business after Closing; (ii) all accrued liabilities of the Business for which Buyer receives a credit under Section 2.5, and (iii) those obligations and liabilities attributable to periods after Closing under the Acquired Contracts (other than the Contracts that are Excluded Assets) and Governmental Permits; (iv) other obligations and liabilities of Seller only to the extent that there shall be an adjustment in favor of Buyer with respect thereto pursuant to Section 2.5; and (v) all obligations and liabilities arising out of Buyer’s ownership of the Assets or operation of the Business after Closing (other than any Seller Environmental Liabilities).

“ Audited Financial Statements ” has the meaning given in Section 4.16.

“ Automatic Outside Date ” has the meaning given in Section 9.1(d).

“ Basic Services ” means cable television programming sold to subscribers as a package, including broadcast and satellite service programming for which a subscriber pays a fixed monthly fee, but not including Pay TV.

“ Basic Subscribers ” means, as of any date and for each System, all Active Customers subscribing to Basic Services.

“ Basket Amount ” has the meaning given in Section 10.5.

“ Business ” has the meaning given in the Recitals.

“ Business Day ” means any day other than Saturday, Sunday or a day on which banking institutions in Denver, Colorado or New York, New York are required or authorized to be closed.

“ Cap ” has the meaning given in Section 10.5.

“ Closing ” has the meaning given in Section 7.1.

“ Closing Cash Payment ” has the meaning given in Section 2.4(b).

“ Closing Date ” means the date on which Closing occurs.

“ COBRA Obligations ” has the meaning given in Section 5.7(e).

“ Communications Act ” means the Communications Act of 1934, as amended, including the Cable Communications Policy Act of 1984, the Cable Television Consumer Protection and Competition Act of 1992, and the FCC rules and regulations promulgated thereunder, all in effect from time to time.

“ Contract ” means any written contract, mortgage, deed of trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, purchase order, subscription, right, or other instrument, document, obligation, or agreement, and any oral obligation, right, or agreement, other than Governmental Permits.

“ Copyright Act ” means the 1976 Copyright Act, as amended, and the rules and regulations promulgated thereunder, all in effect from time to time.

“ Digital Services ” means an optional tier of digital programming services offered as a package by the Systems to their customers.

“ Earnest Money Deposit ” has the meaning given in Section 2.4(a).

“ Encumbrance ” means any security agreement, financing statement filed with any Governmental Authority, conditional sale or other title retention agreement, any lease, consignment or bailment given for purposes of security, any lien, mortgage, indenture, pledge, option, encumbrance, adverse interest, constructive trust or other trust, claim, attachment, exception to or defect in title or other ownership interest (including reservations, rights of entry, possibilities of reverter, encroachments, easement, rights-of-way, restrictive covenants leases, and licenses) of any kind, which otherwise constitutes an interest in or claim against property, whether arising pursuant to any Legal Requirement, Contract, or otherwise.

“ Environmental Laws ” means all applicable federal, state, local statutes, regulations, ordinances, codes, or decrees (including the federal Comprehensive Environmental Response, Compensation and Liability Act and the federal Resource Conservation and Recovery Act, and any similar state statutes) relating to the protection of human health, natural resources or the environment (including the quality of the ambient air, soil, surface water or groundwater).

“ Environmental Permits ” means all permits, licenses, registrations, and other authorizations required under applicable Environmental Laws.

“ Equipment ” means all electronic devices, trunk and distribution coaxial and optical fiber cable, amplifiers, line extenders, power supplies, conduit, vaults and pedestals, grounding and pole hardware, subscriber’s devices (including converters, encoders, transformers behind television sets and fittings) and any other distribution equipment, headend hardware (including origination equipment, earth stations, modulators, processors, receivers, character generators, insertion equipment and transmission equipment), test equipment, meters, lashers, TDRs, vehicles, trailers and other tangible personal property owned, leased, used or held for use primarily in connection with the Business.

“ Equivalent Basic Units ” or “ EBUs ” means, as of any date and for any System, all Active Customers who subscribe to either Basic Services or Expanded Basic Services, without duplication, of such System who are billed for such service, as the case may be, either in a single household, a commercial establishment or in a multi-unit dwelling (including a hotel unit); provided , that the number of subscribers in a multi-unit dwelling or commercial establishment (each, a “ Building ”) that obtain service on a “bulk-rate” basis will be determined by dividing the gross bulk-rate billings for both Basic Services and Expanded Basic Services, without duplication, (but, in each case, excluding billings from a la carte tiers, Digital Services or Pay TV, installation or other non-recurring charges, converter rental or new product tiers or from any outlet or connection other than such customer’s first, or from any pass-through charges for sales taxes, line-itemized franchise fees, fees charged by the FCC and the like) attributable to such Building during the most recent billing period ended prior to the date of calculation (but excluding billings in excess of a single month’s charge) by the retail rate charged during the billing period to individual households in the applicable service area for Basic Services or combined Basic Services and Expanded Basic Services, according to the level of service provided to a particular Building, from such System as of the most recent billing period (but, in each case, excluding a la carte tiers, Digital Services or Pay TV, installation or other non-recurring charges, converter rental or new product tiers or from any outlet or connection other than the first, or from any pass-through charges for sales taxes, line-itemized franchise fees, fees charged by the FCC and the like). For example, if the gross bulk-rate billings for both Basic Services and Expanded Basic Service (with the exclusions described above) for a multi-unit dwelling for a billing period are $250 and the retail rate charged during that billing period to individual households (with the exclusions described above) is $50, then that multi-dwelling unit will have five (5) EBUs.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, and rules and regulations promulgated thereunder and published interpretations with respect thereto.

“ Escrow Agent ” has the meaning given in Section 2.4(c).

“ Escrow Agreement ” has the meaning given in Section 2.4(c).

“ Escrow Amount ” has the meaning given in Section 2.4(c).

“ Excluded Assets ” has the meaning given in Section 2.2.

“ Excluded Liabilities ” has the meaning given in Section 2.8.

“ Expanded Basic Services ” means an optional tier of video services offered by a System to its customers other than Basic Services, a la carte tiers, premium services, digital video services, pay-per-view television, and Internet.

“ FCC ” means the United States Federal Communications Commission, or any successor entity thereto.

“ GAAP ” means generally accepted accounting principles as in effect in the United States from time to time, consistently applied in the opinions and pronouncements of the Accounting

Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financing Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the accounting profession), which are applicable to the circumstances as of the date of determination.

“ Governmental Authority ” means the United States of America, any state, commonwealth, territory, or possession thereof and any political subdivision or quasi-governmental authority of any of the same, including courts, tribunals, departments, commissions, boards, bureaus, agencies, counties, municipalities, provinces, parishes, and other instrumentalities.

“ Governmental Permits ” means all franchises, approvals, authorizations, permits, licenses, easements, registrations, qualifications, leases, variances and similar rights that are obtained from any Governmental Authority.

“ Hazardous Substances ” means any wastes, substances, radiation, or materials (whether solids, liquids or gases): (i) which are hazardous, toxic, infectious, explosive, radioactive, carcinogenic, or mutagenic; (ii) which are or become defined as “pollutants,” “contaminants,” “hazardous materials,” “hazardous wastes,” “hazardous substances,” “chemical substances,” “radioactive materials,” “solid wastes,” or other similar designations in, or otherwise subject to regulation under, or defined pursuant to, any Environmental Laws; (iii) the presence of which on the Real Property cause or threaten to cause a nuisance pursuant to applicable statutory or common law upon the Real Property or to adjacent properties; (iv) including electromagnetic fields, PCBs, mold, methyl-tertiary butyl ether (MTBE), asbestos or asbestos-containing materials, lead-based paints, urea-formaldehyde foam insulation, or petroleum or petroleum products (including crude oil or any fraction thereof); or (v) which pose a hazard to human health, safety, natural resources, employees, or the environment.

“ Homes Passed ” shall mean (i) residential dwelling units, and (ii) multi-unit dwellings to which Seller has the right to provide service, in each case, at a location no greater than 200 feet from the applicable System’s closest existing distribution cable, and any such dwellings which are at a location greater than 200 feet from the applicable System’s closest existing distribution cable but which are premises of Seller’s subscribers; provided , however , that (A) unoccupied residential lots shall not be included in the calculation of Homes Passed, and (B) no dwelling units (whether or not such premises are Seller’s subscribers) located in Boone County, West Virginia or Clay County, West Virginia shall be included in the calculation of Homes Passed. In calculating “Homes Passed,” each unit in a multi-unit dwelling shall count as one Home Passed.

“ HSI Subscribers ” means, as of any date and for each System, all Active Customers subscribing to, at a minimum, the lowest level of High Speed Internet Services of such System.

“ Indebtedness ” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP: (i) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, indentures, credit or loan Contracts or other similar instruments; (ii) all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guarantees, surety bonds and similar instruments; (iii) all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business); (iv) indebtedness (excluding prepaid interest thereon) secured by a lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse; and (v) all guarantees of such Person in respect of any of the foregoing.

“ Intangibles ” means all intangible assets, including subscriber lists, accounts receivable, patents, copyrights and goodwill, if any, that are owned, used or held for use in the Business.

“ Judgment ” means any judgment, writ, order, injunction, award, or decree of any court, judge, justice, or magistrate, including any bankruptcy court or judge, and any order of or by any Governmental Authority.

“ knowledge ” of any Person of or with respect to any matter means that such Person (if a natural person) or any of the officers, directors, and senior managers of such Person (if not a natural Person) has knowledge, or, after reasonable inquiry of the relevant Person with direct responsibility for the particular subject matter for which the Company is deemed to have “knowledge” would have had knowledge, of such matter.

“ Legal Requirements ” means applicable common law and any statute, ordinance, code or other law, rule, regulation, order, technical or other standard, requirement, or procedure enacted, adopted, promulgated, applied, or followed by any Governmental Authority, including Judgments.

“ Liability ” means any liability, obligation, debt, loss, damage, adverse claim, fine or penalty (whether direct or indirect, known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, matured or unmatured, determined or determinable, disputed or undisputed, liquidated or unliquidated, or due or to become due, and whether in contract, tort, strict liability or otherwise), and including all costs and expenses relating thereto (including all fees, disbursements and reasonable expenses of legal counsel, experts and consultants and costs of investigation).

“ Litigation ” means any claim, action, suit, proceeding, arbitration, investigation, hearing, or other activity or procedure that could result in a Judgment, and any notice of any of the foregoing.

“ Losses ” means any claims, losses, liabilities, damages, Encumbrances, penalties, costs, and expenses, including interest which may be imposed in connection therewith, expenses of investigation, reasonable fees and disbursements of counsel and other experts, and the cost to any

Person making a claim or seeking indemnification under this Agreement with respect to funds expended by such Person by reason of the occurrence of any event with respect to which indemnification is sought.

“ Management Agreement ” has the meaning given in Section 8.1.

“ Management Period ” has the meaning given in Section 8.1.

“ Material Adverse Effect ” means (i) any event, change, circumstance or effect that is materially adverse to the business, operations, financial condition or results of operations of the Business, taken as a whole, (ii) a material adverse effect on the value of the Assets or the Business or a material increase in the amount of Assumed Liabilities or (iii) a material adverse effect in the ability of Seller to consummate the transactions contemplated by this Agreement or perform its obligations under this Agreement; provided , however , that in no event shall any of the following be taken into account in the determination of whether a Material Adverse Effect has occurred: (A) any change in any Legal Requirement or GAAP, except to the extent such change disproportionately affects (relative to other participants in the industry in which Seller operates) the Business; or (B) any change resulting from conditions affecting any of the industries in which Seller operates or from changes in general business, financial, political, capital market or economic conditions, except to the extent such change disproportionately affects (relative to other participants in the industry in which Seller operates) the Business.

“ Non-AutoCAD Homes Passed ” means those Homes Passed that are not reflected on AutoCAD drawings and schematics previously provided by Seller to Buyer.

“ Outside Closing Date ” has the meaning given in Section 9.1(c).

“ Pay TV ” means premium programming services selected by and sold to subscribers on an a la carte basis for monthly fees in addition to the fee for Basic Services.

“ PCBs ” are polychlorinated biphenyls.

“ Permitted Encumbrances ” means the following Encumbrances: (i) liens for taxes, assessments and governmental charges not yet due and payable; (ii) zoning laws and ordinances and similar Legal Requirements relating to the Real Property which do not individually or in the aggregate interfere with the right or ability to own, use or operate the Real Property or to convey good, marketable and indefeasible title to such Real Property; (iii) rights reserved to any Governmental Authority to regulate the affected property; (iv) in the case of any leased Asset, (A) the rights of any lessor and (B) any Encumbrance granted by any lessor of such leased Asset; (v) inchoate materialmens’, mechanics’, workmen’s, repairmen’s or other like liens arising in the ordinary course of business; (vi) in the case of owned Real Property and other Real Property interests except leased Real Property, any easements, rights-of-way, servitudes, permits, restrictions and minor imperfections or irregularities in title which are reflected in the public records and which do not individually or in the aggregate interfere with the right or ability to own, use or operate the Real Property or to convey good, marketable and indefeasible title to such Real Property; (vii) any Encumbrance (other than an Encumbrance securing a monetary

obligation), including, with respect to Real Property, discrepancies and conflicts in boundary lines, shortages in area, encroachments, and any fact which a correct survey and inspection of the property would disclose, that does not individually or in the aggregate interfere with the continued use of the Assets subject thereto in the operation of the Business as currently being used, and which does not materially impair the value of the property subject thereto; (viii) those Encumbrances disclosed on Schedule 4.4 and (ix) items appearing in the Title Commitment or shown on the Survey and, in either case, not objected to by Buyer or waived or deemed waived by Buyer in accordance with the terms of Section 5.8 hereof.

“ Person ” means any natural person, Governmental Authority, corporation, general or limited partnership, joint venture, limited liability company, trust, association, or unincorporated entity of any kind.

“ Personal Property ” means all of Seller’s right, title and interest, if any, in and to all tangible personal property at the Real Property, including, without limitation, appliances, furniture, furnishings, equipment, carpeting, draperies and curtains, tools and supplies, decorations, vehicles and other items of personal property located on or used solely in connection with the operation of the Real Property, but specifically excluding those items identified on Exhibit B attached hereto and made a part hereof.

“ Phase I Reports ” has the meaning given in Section 5.16.

“ Purchase Price ” has the meaning given in Section 2.4.

“ Real Property ” means all Assets consisting of realty, including appurtenances, improvements and fixtures located on such realty, and any other interests in real property, including fee interests, leasehold interests and easements, but not including any Excluded Assets.

“ Receivables ” means the accounts receivable, notes receivable and other receivables of the Business, as of the close of business on the Closing Date.

“ Release ” means any presence, emission, spill, seepage, leak, escape, leaching, discharge, injection, pumping, pouring, emptying, dumping, disposal, migration, or release of Hazardous Substances from any source into or upon the environment, including the air, soil, improvements, surface water, groundwater, sewer, septic system, storm drain, publicly owned treatment works, or waste treatment, storage, or disposal systems.

“ Replacement Contract ” has the meaning given in Section 5.14.

“ Required Consents ” means all franchises, licenses, authorizations, approvals and consents required under Governmental Permits, Acquired Contracts or otherwise for (i) Seller to transfer the Business or any of the Assets to Buyer, (ii) Buyer to conduct the Business and to own, lease, use and operate the Assets at the places and in the manner in which the Business is conducted as of the date of this Agreement and on and after the Closing Date, and (iii) Buyer to assume and perform the Governmental Permits and the Acquired Contracts, all of which are set forth on Schedule 4.3 .

“ Revenue Generating Units ” or “ RGUs ” means the sum of EBUs and HSI Subscribers.

“ Seller Environmental Liabilities ” means Liabilities under Environmental Laws arising from facts, circumstances or conditions existing, initiated or occurring prior to the Closing Date, whether asserted or incurred before or after the Closing Date.

“ Shared Contracts ” has the meaning given in Section 2.2.

“ System ” or “ Systems ” has the meaning given in the Recitals.

“ System Financial Information and Reports ” has the meaning given in Section 4.10.

“ System Shared Contract ” has the meaning given in Section 5.14.

“ Tax Return ” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto and including any amendment thereof.

“ Taxes ” means all levies and assessments of any kind or nature imposed by any Governmental Authority or quasi-Governmental Authority, including all income, sales, use, ad valorem, value added, franchise, severance, net or gross proceeds, withholding, payroll, employment, excise, or property taxes, together with any interest thereon and any penalties, additions to tax, or additional amounts applicable thereto.

“ Title Commitments ” has the meaning given in Section 5.8.

“ Title Company ” has the meaning given in Section 5.8.

“ Title Defect ” has the meaning given in Section 5.8.

“ Title Policies ” means the irrevocable written commitment of the Title Company to deliver to Buyer ALTA Form B (1970 Rev.) owner’s policies of title insurance, insuring Buyer’s fee or leasehold title, as applicable, in each parcel of the Real Property, and endorsed to delete or modify to the satisfaction of Buyer the standard printed exceptions, and to delete or insure over by endorsement any Title Defects, all premiums and charges for which shall have been paid by Buyer.

“ Transaction Documents ” means all instruments and documents executed and delivered by Buyer or Seller or any officer, director, or Affiliate of any of them in connection with this Agreement or the transactions contemplated hereby.

“ Transfer Taxes ” has the meaning given in Section 5.12(a).

2.1        Covenant of Purchase and Sale . Subject to the terms and conditions set forth in this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase from Seller, for the Purchase Price, all of Seller’s right, title and interest in

the Systems and all of Seller’s real, personal and mixed assets, rights, benefits and privileges, both tangible and intangible, wheresoever situated or located, used, useful or held for use in connection with the conduct of the Business or operation of the Systems (other than the Excluded Assets), including the following (collectively, the “ Assets ”), free and clear of all Encumbrances except Permitted Encumbrances:

(a)       all Personal Property relating to the Systems, including the Equipment;

(f)        all of Seller’s intellectual property and proprietary information, technical information and data, machinery and equipment warranties, maps, computer disks and tapes, plans, diagrams, blueprints and schematics relating to the Systems, including filings with the FCC;

(g)       all of Seller’s training materials, manuals, technical documents and other information relating to the Systems;

(h)       all of Seller’s customer records, personnel records, financial records, other records of every kind, books, documents, files, accounts receivable information and credit history and customer lists relating to, used or held for use by Seller in conducting the business of the Systems, subject to the right of Seller to have such books and records made available to Seller for a reasonable period, not to exceed the statute of limitations for any claims related to the same; provided , that , Seller shall have the right to retain a copy of such books and records in accordance with its standard record retention policies; provided , however , that Buyer shall have no obligation to maintain or preserve any such books and records for any period longer than the period that Seller would have been required to maintain and preserve such books and records under applicable Legal Requirements had the transactions hereunder not been consummated; and

2.2        Excluded Assets . Notwithstanding the provisions of Section 2.1, the Assets shall not include any of the following (the “ Excluded Assets ”), all rights, titles and interests which are retained by Seller: (i) Contracts for programming and other content (including cable guides) and Contracts to which other cable systems of Seller are subject (including retransmission consent Contracts, master advertising sales Contracts, master pole attachment Contracts, master tower lease Contracts, and master multiple dwelling unit Contracts (but not any subordinate tower lease or multiple dwelling unit System Contracts that incorporate the terms of such master Contracts by reference)) other than any such Contracts (or interests therein) disclosed on Schedule 4.6 (the “ Shared Contracts ”); (ii) insurance policies and rights and claims thereunder; (iii) bonds, letters of credit, surety instruments, and other similar items; (iv) cash and cash equivalents; (v) subject

to Section 5.9, Seller’s trademarks, trade names, service marks, service names, logos, and similar proprietary rights; (vi) customer billing Contracts and related equipment, if not owned by Seller; (vii) assets, rights and properties of Seller used or held for use other than in connection with the Business, unless described as an Asset on a Schedule to this Agreement; (viii) Seller’s rights under any Contract governing or evidencing an obligation of Seller for borrowed money; (ix) all claims with respect to the Business for the period prior to Closing (including claims for refunds or Taxes); (x) Seller’s Tax, corporate, personnel and financial records that are not primarily related to the operation of the Systems; (xi) advertising insertion equipment and advertising sales agency or representation Contracts providing any Person the right to sell available advertising time for a System; (xii) construction and installation agreements; (xiii) intercompany Receivables; (xiv) all items of tangible personal property consumed or disposed of in the ordinary course of business between the date of this Agreement and the Closing Date; (xv) the employee benefit plans and arrangements of Seller and any and all assets associated therewith; and (xvi) the rights, assets, and properties described on Schedule 2.2 .

2.3        Assumed Liabilities . After Closing, Buyer shall assume, pay, discharge, and perform the Assumed Liabilities. Except only for Assumed Liabilities, Buyer does not assume, and shall not have any responsibility for, any liabilities or obligations of Seller, including liabilities or obligations associated with Excluded Assets.

2.4        Consideration . Buyer shall pay to Seller total consideration of $16,116,275, subject to adjustment as provided in Sections 2.5 and 2.6 (as adjusted, the “ Purchase Price ”), as follows:

(a)       Concurrently with its execution of this Agreement, Buyer shall deposit the sum of Five Hundred Thousand Dollars ($500,000) (the “ Earnest Money Deposit ”), by wire transfer of immediately available funds in an interest-bearing account with SunTrust Bank (the “ Deposit Escrow Agent ”), to be held by the Deposit Escrow Agent in accordance with the terms and conditions of the Deposit Escrow Agreement dated as of the date hereof by and among Buyer, Seller and the Deposit Escrow Agent (the Earnest Money Deposit, together with any interest or earnings thereon, the “ Deposit Escrow Fund ”). At Closing, the entire Deposit Escrow Fund shall be released to Seller and applied to the Purchase Price. If this Agreement is terminated without Closing occurring, the Earnest Money Deposit shall be released to Seller or released to Buyer, as provided in Section 9.2.

(b)       At Closing, Buyer shall pay to Seller the Purchase Price, adjusted in accordance with the Preliminary Adjustments Report less the aggregate amountof the Deposit Escrow Fund less the Escrow Amount (the “ Closing Cash Payment ”) by wire transfer of immediately available funds to an account designated by Seller.

(c)       At Closing, Buyer shall pay One Million Six Hundred Fifty Thousand Dollars ($1,650,000) (the “ Escrow Amount ”) by wire transfer of immediately available funds to SunTrust Bank, as escrow agent (the “ Escrow Agent ”), to be held pursuant to and in accordance with the indemnity escrow agreement in substantially the form attached hereto as Exhibit 2.4(c) among Buyer, Seller and Escrow Agent (the “ Escrow Agreement ”).

(a)       (i)        If the Business has fewer than 18,741 RGUs as of the Closing Date, the Purchase Price shall be decreased by an amount equal to $644.96 multiplied by the difference between (A) 18,741 and (B) the number of RGUs as of the Closing Date; and

(ii)       if the Business has fewer than 50,105 Homes Passed as of the Closing Date, the Purchase Price shall be decreased by an amount equal to $78.80 multiplied by the difference between (A) 51,128 and (B) the number of Homes Passed as of the Closing Date.

(b)       The Purchase Price shall be adjusted on a pro rata basis as of the Adjustment Time for all prepaid expenses (to the extent such prepayments may accrue to Buyer’s benefit), accrued expenses (including real and personal property Taxes and copyright royalties), prepaid income, and advertising Receivables and accounts Receivable of active subscribers (as set forth in Section 2.5(e)), all as determined in accordance with GAAP, and to reflect the principle that (as between Seller and Buyer) all expenses and income attributable to the Business for the period prior to the Adjustment Time are for the account of Seller, and all expenses and income attributable to the Business for the period after the Adjustment Time are for the account of Buyer.

(c)       There shall be retained by Seller and credited to the account of Buyer advance payments to, or funds of third parties on deposit with, Seller as of the Adjustment Time and relating to the Business, including advance payments and deposits by subscribers served by the Business for converters, encoders, decoders, cable television service and related sales.

(d)       There shall be credited to the account of Seller and become the property of Buyer (but only to the extent that Buyer is entitled to the benefit or value thereof after Closing), deposits relating to the Business that are held by third parties as of the Adjustment Time for the account of Seller or as security for Seller’s performance of its obligations (other than with respect to Excluded Assets and any other deposits the full benefit of which shall not be available to Buyer following the Adjustment Time), including deposits on leases and deposits for utilities.

(e)       Seller shall be entitled to a credit in the amount of 95%of the face amount of the Systems’ accounts receivable as of the Closing Date that are sixty (60) days or less past due as of the Closing Date. `

2.6        Determination of Adjustments . Preliminary and final adjustments to the Purchase Price shall be determined as follows:

(a)       No later than fifteen (15) days prior to Closing, Seller shall deliver to Buyer a report in a form reasonably satisfactory to Buyer (the “ Preliminary Adjustments Report ”), certified as to completeness and accuracy by Seller, showing in detail the preliminary determination of the adjustments referred to in Section 2.5, which are calculated as of the Closing Date, and any documents substantiating the adjustments proposed in the Preliminary Adjustments Report. The net adjustment shown in the Preliminary Adjustments Report shall be reflected as an adjustment to the Purchase Price payable at Closing.

(b)       (i)        Within sixty (60) days after Closing, Buyer shall deliver to Seller a report (the “ Final Adjustments Report ”), certified as to completeness and accuracy by Buyer, showing in detail the final determination of all adjustments to the Purchase Price that were not calculated as of the Closing Date and containing any corrections to the Preliminary Adjustments Report, together with any documents substantiating the adjustments described in the Final Adjustments Report. Seller shall notify Buyer of any objections that Seller may have to the Final Adjustments Report within twenty-five(25) business days after receipt of the Final Adjustments Report. If Seller does not notify Buyer in writing of any objections to the Final Adjustments Report prior to the end of such twenty-five (25) business day period, Seller shall be deemed to have approved the Final Adjustments Report for purposes of the adjustment to be made pursuant to this Section 2.6(b). If Seller notifies Buyer in writing of any objections to the Final Adjustments Report prior to the end of such twenty-five (25) business day period, Buyer and Seller shall attempt to resolve the differences between the parties in good faith for a period of fifteen (15) days after the date of Buyer’s receipt of such notice of objections. If Seller and Buyer resolve such differences within such period, the determination of the parties shall be conclusive and binding on the parties. If any such differences cannot be resolved within such fifteen (15) day period, the disputed items shall be referred promptly to a mutually satisfactory independent certified public accounting firm of national reputation which has not been retained by Seller or Buyer during the one (1) year period preceding the date of such referral, or other expert as is mutually agreed to by Seller and Buyer, and which has agreed to meet the time deadlines imposed herein. The determination of such firm with respect to such disputed items shall be made within thirty (30) days after the date of its appointment and shall be conclusive and binding on Seller and Buyer. Such firm or expert shall make such determination in accordance with the relevant provisions of this Agreement and shall not award an amount more favorable to Buyer than the corresponding amounts claimed by Buyer on its Final Adjustments Report or more favorable to Seller than the corresponding amounts claimed by Seller in its notice of dispute. Seller and Buyer shall each pay one-half of the fees of such firm or expert.

(ii)       (A)      If the final adjustments result in an increase to the Purchase Price, then Buyer shall pay to Seller, by wire transfer of immediately available funds, the amount of such increase; or

(B)      if the final adjustments result in a decrease to the Purchase Price, then Seller shall pay to Buyer, by wire transfer of immediately available funds, the amount of such decrease.

2.7        Allocation of Purchase Price . Buyer and Seller will use their commercially reasonable efforts to agree on an allocation of the Purchase Price (excluding transaction costs incurred by each of them) within one hundred eighty (180) days after the Closing. Upon such agreement, each of Buyer and Seller will complete Form 8594, Asset Acquisition Statement of Allocation, consistent with such mutually agreed allocation and each will file a copy of such form with its federal income tax return for the applicable tax year, and will file all returns and reports with respect to the transactions contemplated by this Agreement, including all federal, state and local tax returns, on the basis of such allocation. Buyer and Seller further agree not to take any position inconsistent with such mutually agreed allocation for any tax purpose. If, after good-faith efforts, Buyer and Seller are unable to agree upon an allocation within one hundred

eighty (180) days after the Closing, then each party will be free to report its own position to the Internal Revenue Service and other taxing authorities. Each of Buyer and Seller shall provide the other party with such information as may reasonably be requested by such other party in connection with the preparation of any tax return, tax audit or tax judicial proceeding that relates to the Business.

2.8        Excluded Liabilities . Specifically, and without in any way limiting the generality of Section 2.3, the Assumed Liabilities shall not include, and in no event shall Buyer assume, agree to pay, discharge or perform, and Seller shall continue to be responsible for, any and all liabilities and obligations of Seller other than the Assumed Liabilities (the “ Excluded Liabilities ”), including all Liabilities:

(a)       relating to, resulting from, or arising out of the conduct of the Business prior to the Closing, including any obligation of Seller for the payments of wages, benefits or earned vacation to employees;

(b)       for any and all Indebtedness relating to the Business that exists on the Closing Date;

(c)       relating to, resulting from, or arising out of claims based on violations of Legal Requirements prior to the Closing;

(d)       arising from any Litigation relating to any act or omission occurring on or prior to the Closing;

(f)        under or relating to any employee benefit plan (as defined in ERISA), including any liability to make any payment or payments to any Person thereunder as a result of the transactions contemplated hereby (including any employee severance or similar liability), whether or not such liability arises prior to, on or following the Closing Date;

(g)       arising or incurred in connection with the negotiation, preparation and execution hereof and the transactions contemplated hereby and any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of Seller;

(h)       with the exception of Taxes allocated to Buyer pursuant to Section 2.5(b) and Section 5.12, any and all liabilities for (i) Taxes of Seller, (ii) Taxes that relate to the Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending on or before the Closing Date and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written);

(i)        interest and penalties related to any payment obligations to third parties assumed by Buyer for which payment was delinquent at the date of Closing; and

3.          Buyer’s Representations and Warranties . Buyer represents and warrants to Seller, as of the date of this Agreement and as of Closing, as follows:

3.1        Organization of Buyer . Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the Commonwealth of Virginia, and has all requisite power and authority to own and lease the properties and assets it currently owns and leases and to conduct its activities as such activities are currently conducted. Buyer is duly qualified to do business as a foreign corporation and is in good standing in all jurisdictions in which the ownership or leasing of the properties and assets owned or leased by it or the nature of its activities makes such qualification necessary.

3.2        Authority . Buyer has all requisite power and authority to execute, deliver, and perform this Agreement and consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby by Buyer have been duly and validly authorized by all necessary action on the part of Buyer. This Agreement has been duly and validly executed and delivered by Buyer, and is the valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except insofar as enforceability may be limited or affected by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect affecting creditors’ rights generally or by principles governing the availability of equitable remedies.

3.3        No Conflict; Required Consents . The execution, delivery, and performance by Buyer of this Agreement and the Transaction Documents to which it is a party do not and will not: (i) conflict with or violate any provision of the charter or bylaws of Buyer; (ii) violate any provision of any Legal Requirements; (iii) conflict with, violate, result in a breach of, constitute a default under, accelerate, or permit the acceleration of the performance required by, any Contract or Encumbrance to which Buyer is a party or by which Buyer or the assets or properties owned or leased by it are bound or affected; or (iv) require any consent, approval, or authorization of, or filing of any certificate, notice, application, report, or other document with, any Governmental Authority or other Person.

4.          Seller’s Representations and Warranties . Seller represents and warrants to Buyer, as of the date of this Agreement and as of Closing, as follows:

4.1        Organization and Qualification of Seller . RCL is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Colorado and RAC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. Seller has all requisite power and authority to own and lease the properties and assets it currently owns and leases and to conduct its activities as such activities are currently conducted. Seller is duly qualified to do business as a foreign limited liability company and is in good standing in all jurisdictions in which the ownership or leasing of the properties and assets owned or leased by it or the nature of its activities makes such qualification necessary.

4.2        Authority . Seller has all requisite power and authority to execute, deliver, and perform this Agreement and consummate the transactions contemplated by this Agreement. The

execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated by this Agreement on the part of Seller have been duly and validly authorized by all necessary action on the part of Seller. This Agreement has been duly and validly executed and delivered by Seller, and is the valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except insofar as enforceability may be limited or affected by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect affecting creditors’ rights generally or by principles governing the availability of equitable remedies.

4.3        No Conflict; Required Consents . Except as described on Schedule 4.3 , the execution, delivery, and performance by Seller of this Agreement and the Transaction Documents to which it is a party do not and will not: (i) conflict with or violate any provision of the Articles of Organization or Operating Agreement of Seller; (ii) violate any provision of any Legal Requirements; (iii) conflict with, violate, result in a breach of, constitute a default under, accelerate, or permit the acceleration of the performance required by, any Contract or Encumbrance to which Seller is a party or by which Seller or the assets or properties owned or leased by it are bound or affected; (iv) result in the creation or imposition of any Encumbrance against or upon any of the Assets; or (v) require any consent, approval or authorization of, or filing of any certificate, notice, application, report, or other document with, any Governmental Authority or other Person.

4.4        Assets; Title . Seller has good and marketable title to (or, in the case of Assets that are leased, valid leasehold interests in) the Assets. The Assets are free and clear of all Encumbrances of any kind or nature, except (a) Permitted Encumbrances, (b) restrictions stated in, or generally applicable to, the Governmental Permits, and (c) Encumbrances disclosed on Schedule 4.4 which will be removed and released at Closing. The Assets include sufficient inventory and spare parts to operate the Business for thirty (30) days.

(a)        Interests . All of the Assets consisting of Real Property are described on Schedule 4.5 .

(b)        Leases . To Seller’s knowledge and except as set forth on Schedule 4.5 , there are no leases, concessions or occupancy agreements in effect with respect to the Real Property other than the leases set forth on Schedule 4.5 (and such schedule is accurate in all material respects and lists all leases currently affecting the Real Property or any portion thereof). True and complete copies of each of the leases set forth on Schedule 4.5 have been delivered to Buyer. To Seller’s knowledge, each of the leases is in full force and effect and no party is in default under any lease in any material respect.

(c)        No Violations . There is not now pending any action, suit or proceeding before any court or governmental agency or body against the Seller that would prevent Seller from performing its obligations under this Agreement. To Seller’s knowledge, Seller has not received, prior to the date hereof, any written notification from any governmental or public authority that the Real Property or any portion thereof is in violation of any applicable fire,

health, building, use, occupancy or zoning laws where such violation remains outstanding and, if unaddressed, would have a Material Adverse Effect on the use of the Real Property as currently owned and operated.

(d)        Condemnation . No condemnation, eminent domain or similar proceedings are pending or, to Seller’s knowledge, threatened, with regard to the Real Property.

(e)        No Assessments . Seller has not received any notice of any pending or threatened liens, special assessments, impositions or increases in assessed valuations to be made against the Real Property or any portion thereof.

(a)       Except for the Acquired Contracts described on Schedule 4.6 , and (1) subscription agreements for cable services provided to residential customers in the ordinary course of business (excluding multiple dwelling unit and commercial accounts), (2) Contracts included in the Excluded Assets, and (3) Governmental Permits, Seller is not bound or affected by any of the following that relate to the Business: (i) leases of real or personal property (whether as lessor or lessee); (ii) programming Contracts; (iii) retransmission consent agreements; (iv) Contracts relating to the sale of advertising on any System; (v) Contracts granting Seller any right to attach or place any Equipment to poles or within conduits, crossings or rights-of-way, or similar Contracts; (vi) Contracts granting any Person an Encumbrance on or against any of the Assets; (vii) Contracts of employment, or Contracts with consultants or independent contractors; (viii) Contracts pertaining to the use by Seller of any intellectual property or proprietary information of any other Person; (ix) any Contract imposing non-monetary obligations; (x) any Contract requiring payment of greater than $5,000 annually; (xi) any settlement agreements or other Contracts for the licensing of any patents with respect to the Business; or (xii) Contracts other than those described in any other clause of this Section 4.6(a) that are material to the operation of the Business.

(b)       Seller has delivered to Buyer true and complete copies of each of the Acquired Contracts required to be listed in Schedule 4.6 , including any amendments thereto (or, in the case of oral Acquired Contracts, true and complete written summaries thereof). Except as described in Schedule 4.6 : (i) each of the Acquired Contracts is valid, in full force and effect and constitutes a binding obligation of the Seller party thereto in accordance with the terms thereof and, to the knowledge of Seller, of each of the other parties thereto; and (ii) there has not occurred any breach or default (or event that with notice or the lapse of time, or both, would constitute a breach or default) by Seller nor, to the knowledge of Seller, has there occurred any breach or default (or event that with notice or the lapse of time, or both, would constitute a breach or default) by any Person other than Seller under any material provision of any of the Acquired Contracts.

(c)        Schedule 4.6(c) sets forth all of the retransmission consent agreements of the Business and, with respect to each such agreement, all monetary and other consideration payable by Seller thereunder.

(a)        Schedule 4.7 includes a complete and correct list of names and positions of all employees of Seller engaged primarily in the operation of the Business. Seller has provided to Buyer a complete and correct schedule describing the current hourly wages or monthly salaries and other compensation of each employee described on Schedule 4.7 . Seller has complied in all material respects with all Legal Requirements relating to the employment of labor in the Business, including ERISA, continuation coverage requirements with respect to group health plans, and those relating to wages, hours, collective bargaining, unemployment compensation, worker’s compensation, equal employment opportunity, age and disability discrimination, immigration control and the payment and withholding of taxes.

(b)       Seller is not a party to any contract with any labor organization applicable to any of the Systems, and Seller has not recognized or agreed to recognize and is not required to recognize any union or other collective bargaining unit with respect to any of the Systems. No union or other collective bargaining unit has been certified as representing any System employees, nor has Seller received any requests from any Person for recognition as a representative of System employees for collective bargaining purposes. To Seller’s knowledge, no System employees are engaged in organizing activity with respect to any labor organization. Seller has no employment agreement of any kind, oral or written, express or implied, that would require Buyer to employ any Person after Closing.

(c)       The Assets are not, and there is no existing factual basis for them to become, subject to a lien imposed under the Code or under Title I or Title IV of ERISA, including liens arising by virtue of Seller being considered to be aggregated with another entity pursuant to Section 414 of the Code (the Seller and any such other entity, the “ ERISA Controlled Group ”).

(d)       Neither Seller nor any member of the ERISA Controlled Group has sponsored, contributed to or had an “obligation to contribute” (as defined in ERISA Section 4212) to a “multiemployer plan” (as defined in ERISA Sections 4001(a)(3) or 3(37)(A)) on behalf of any employees.

(e)       Neither Seller nor any member of the ERISA Controlled Group has at any time sponsored or contributed to a “single employer plan” (as defined in ERISA Section 4001(a)(15)) to which at least two or more of the “contributing sponsors” (as defined in ERISA Section 4001(a)(13)) are not part of the same ERISA Controlled Group.

(f)    &n