Cable Television Franchise Agreement
for the Borough of Brooklyn between
The City of New York and
Cablevision Systems New York City Corporation

October 8, 1998

Table of Contents

Page

RECITALS	1

Section 1, DEFINED TERMS	4

Section 2, GRANT OF AUTHORITY	12
2.1	Effective Date	12
2.2	Closing, Term and Termination of Agreement	12
2.2.01	Closing	12
(i)	FCRC Resolution	12
(ii)	Certified Copies of Resolutions	12
(iii)	Opinion of Company's Counsel	13
(iv)	Representations and Warranties	13
(v)	Government Approvals	13
(vi)	Adverse Proceedings	13
(vii)	Leased Channel Report	13
(viii)	Obligations to Upgrade	13
(ix)	Performance Bond	13
(x)	Local Employment Plan	13
(xi)	Payment of Initial Portion of Renewal Costs	13
(xii)	Related Services Report	13
(xiii)	Liability Insurance Policy	14
(xiv)	Security Fund	14
(xv)	Engineering Analysis and System Architecture	14
(xvi)	Keepwell Agreement	14
(xvii)	VENDEX/ICCIS	14
(xviii)		14
2.2.02	Term of Agreement	14
2.2.03	Termination	14
2.2.04	Termination Not a Waiver	14
2.3	Nature of Franchise, Term, Renewal of Franchise, and Effect of Termination	15
2.3.01	Nature of Franchise	15
2.3.02	Franchise Term	15
2.3.03	Renewal	15
2.3.04	Effect of Termination	15
2.4	Conditions and Limitations on Franchise	15
2.4.01	Not Exclusive	16
2.4.02	Public Works and Improvements	16
2.4.03	No Waiver	16
2.4.04	No Release	16
2.4.05	Not Transferable	17

Section 3, SERVICE OBLIGATIONS	17
3.1	Provision of Service	17
3.2	Service to All Persons	17
3.2.01	Obligation	17
3.2.02	Requests for Service	18
3.2.03	Continuous Service	18
3.3	No Interference	18
3.4	Programming Services	19
3.5	System and Channel Capacity	19
3.6	Service to All Residents	19
3.7	Commercial Access	19
3.7.01	Number of Leased Channels	19
3.7.02	Leased Channel Report	19
3.7.03	Subsequent Changes	20
3.8	Competition	20
3.8.01	Violation of Antitrust Laws	20
3.9	State of the Art	20
3.9.01	General Requirement	20
3.9.02	State-of-the-Art Report	20
3.9.03	Procedures for Maintaining State of the Art	21
3.9.04	Directive	21

Section 4, PUBLIC SERVICES	21
4.1	Access Channels	21
4.1.01	Minimum Channel Capacity	21
4.1.02	Expansion of Channel Capacity	23
4.1.03	Interconnection of Access Channels	23
4.1.04	Use of Governmental Channels	24
4.1.05	Community Access Organization ("CAO")	24
4.1.06	Fallow Time	25
4.2	Access Channels:  Resources, Rules and Regulations, Replacement	26
4.2.01	Resources	26
4.2.02	Rules and Regulations	27
4.2.03	Replacement	27
4.2.04	Ratings	27
4.3	Institutional Network	28
4.3.01	Capital Grant	28
4.3.02	Use	28
4.3.03	Institutional Cable Fund	28
4.4	Other Public Services	28
4.4.01	Services for Physically Challenged Persons	28
4.4.02	Emergency Alert System	28
4.4.03	Services to Municipal and Other Facilities	28

Section 5, FEES AND CHARGES	28
5.1	General Requirement	29
5.2	Notice of Change	29
5.3	No Discrimination	29
5.4	Discounts	30
5.5	Hearing Impaired	30
5.6	Subsequent Changes	30
5.7	No External Costs	30

Section 6, CONSTRUCTION AND TECHNICAL REQUIREMENTS	31
6.1	Upgrade Obligations	31
6.2	General Requirement	31
6.3	Quality	31
6.4	Licenses and Permits	31
6.5	New Grades or Lines	31
6.6	Protect Structures	31
6.7	No Obstruction	32
6.8	Movement of Wires	32
6.9	Safety Precautions	32
6.10	Performance Bond	32
6.10.01	Establishment	32
6.10.02	Amount 	32
6.10.03	Indemnification	32
6.10.04	Form	33
6.10.05	Not a Limit on Liability	33
6.11	Technical Requirements	33
6.11.01	Testing Procedures; Technical Performance	33
6.11.02	Engineer; Technicians	33
6.11.03	Interconnection	33
6.11.04	Testing Vehicle and Equipment	33

Section 7, EMPLOYMENT AND PURCHASING	34
7.1	Right To Bargain Collectively	34
7.2	No Discrimination	34
7.3	Local Employment	34
7.4	City Vendors	34
7.5	Local Law Requirements	35
7.6	Enforcement	35

Section 8, ADDITIONAL SUBSCRIBER RIGHTS	35
8.1	Consumer Protection Standards	35
8.2	Privacy Protection	35
8.2.01	Scope	36
8.2.02	Information to City	36
8.2.03	No Interference	36

Section 9, COMPENSATION AND OTHER PAYMENTS	36
9.1	Compensation	36
9.1.01	Franchise Fees	36
9.1.02	Payment Due	36
9.1.03	Reservation of Rights	36
9.1.04	Ordinary Business Expense	36
9.1.05	Payments To Be Made to City	37
9.2	Other Payments	37
9.2.01	Renewal Costs	37
9.2.02	Intentionally Deleted	37
9.2.03	Future Costs	37
9.2.04	Future Renewal Costs	38
9.3	Not Franchise Fees	38
9.4	Interest on Late Payments	39
9.5	Method of Payment	40
9.6	Continuing Obligation	40

Section 10, OVERSIGHT AND REGULATION	40
10.1	Oversight	40
10.2	City Reservation of Authority	40
10.3	Periodic Evaluation and Hearings	41
10.3.01	Compliance Report	41
10.3.02	Timing	42
10.3.03	Designated Officers and Employees	42
10.4	Other Reports	42
10.4.01	Additional Information	42
10.4.02	Upgrade/Construction Progress Reports	42
10.4.03	Financial Reports	43
10.4.04	Additional Filings	43
10.4.05	Related Services Report	43
10.4.06	Cable Services	43
10.5	Books and Records/Audit	43
10.5.01	Books and Records	44
10.5.02	Uses and Suppliers of Service	44
10.5.03	Right of Inspection	44
10.5.04	Right of Examination	45
10.5.05	File for Public Inspection	45
10.6	Investigations	45
10.6.01	Company Cooperation	45
10.6.02	Failure To Testify	46
10.6.03	Penalties for Failure To Testify	46
10.6.04	Determination of Penalty	47
10.6.05	Definitions	47
10.6.06	Investigations Required	47

Section 11, RESTRICTIONS AGAINST ASSIGNMENT AND OTHER TRANSFERS	48
11.1	Transfer of Interest	48
11.2	Transfer of Control or Stock	48
11.3	Petition or Other Written Request	49
11.4	Public Hearing	49
11.5	Conditions	49
11.6	Permitted Encumbrances	50
11.7	Effect of Unauthorized Sale/Transfer	50
11.8	Consent Not a Waiver	50

Section 12, RESTRICTIONS ON THE COMPANY, ITS OFFICERS AND DIRECTORS	50
12.1	Use of Existing Systems	50
12.2	Prohibition of Repair of Subscriber's Television Receiver	50

Section 13, LIABILITY AND INSURANCE	50
13.1	Liability and Indemnity	50
13.1.01	Company	50
13.1.02	City	51
13.1.03	Moving Wires	51
13.1.04	No Liability for Public Work, etc	51
13.1.05	No Liability for Damages	51
13.1.06	Indemnification of the City	51
13.1.07	Limitations	52
13.2	Insurance	52
13.2.01	Specifications	52
13.2.02	Maintenance	52
13.2.03	Increased Insurance Coverage	53
13.2.04	Liability Not Limited	53

Section 14, SPECIFIC RIGHTS AND REMEDIES	53
14.1	Not Exclusive	53
14.2	Security Fund	53
14.2.01	Obligation to Maintain	53
14.2.02	Amount	54
14.2.03	Purpose	54
14.2.04	Withdrawals from Security Fund	54
14.2.05	Replenishment	55
14.2.06	Notice of Withdrawals	55
14.3	Liquidated Damages	55
14.3.01   Liquidated Damages	55
14.4	Material Breach	57
14.4.01	Remedies for Material Breach	57
14.4.02	Grounds	58
14.4.03	No Independent Failure To Comply	62
14.4.04	Procedures	62
14.5	Rights Upon Termination	63
14.5.01	Operation of System	63
14.5.02	Return of Security Fund	63
14.6	City's Right To Order Removal or To Acquire or Effect a Transfer of the System	64
14.6.01	Removal	64
14.6.02	Acquisition or Transfer	65
14.6.03	Price	65
14.6.04	Valuation Date	66
14.7	Company's Obligations	66
14.8	Other Provisions	67

Section 15, SUBSEQUENT ACTION	67
15.1	Procedure for Subsequent Invalidity	67
15.2	Waiver	67
15.3	Reservation of Rights	68
15.4	Matching	68
15.4.01	Matching Provision	68
15.4.02	Procedure	68


Section 16, MISCELLANEOUS	69
16.1	Appendices	69
16.2	Action Taken by City	70
16.3	Compliance with Agreement	70
16.4	Entire Agreement	70
16.5	Delays and Failures Beyond Control of Company	70
16.6	Notices	71
16.7	Questionnaires	71
16.8	Additional Representations and Warranties	72
16.8.01	Organization, Standing and Power	72
16.8.02	Authorization; Non-Contravention	72
16.8.03	Consent	73
16.8.04	Compliance with Law	73
16.8.05	Litigation; Investigations	73
16.8.06	Full Disclosure	74
16.8.07	Fees	74
16.8.08	Licenses and Permits	74
16.8.09	Ownership Interests	75
16.9	Additional Covenants	75
16.9.01	Compliance with Laws; Licenses and Permits	75
16.9.02	Maintain Existence	75
16.9.03	Financial Condition	75
16.9.04	Good Faith Negotiations	76
16.9.05	Compliance with Agreement	76
16.9.06	Condition of System	76
16.9.07	Restriction on Advertisements	76
16.10	Binding Effect	77
16.11	No Waiver; Cumulative Remedies	77
16.12	Other Cable Communications System	77
16.13	No Opposition	78
16.14	Partial Invalidity	78
16.15	Headings	78
16.16	No Agency	79
16.17	Operating Authorizations	79
16.18	Governing Law	79
16.19	Survival of Representations and Warranties	79
16.20	Delegation of City Rights	79
16.21	Claims Under Agreement	79
16.22	Modification	79
16.23	Third-Party Beneficiaries	79



SCHEDULE OF APPENDICES


A	System Characteristics and Technical Performance/Testing Requirements
B	Construction Terms, Schedule and Sequence
C	Initial Cable Services and Rate Report
D	Community Access Organization
E	Institutional Network and Government Access Support
F	Subscriber Services to Governmental Facilities
G	Ownership Interests and Approved Mortgages, Pledges, and Leases
H	Intentionally Deleted
I	Consumer Protection Standards
J	Intentionally Deleted

THIS AGREEMENT, executed in duplicate this 8th day of October, 1998, by and 
between THE CITY OF NEW YORK, (hereinafter referred to as the "City"), by the 
Mayor of the City, party of the first part, and Cablevision Systems New York City 
Corporation (hereinafter referred to as the "Company"), party of the second part:

W I T N E S S E T H:

WHEREAS, Pursuant to Article 11 of the New York Public Service Law and the 
purposes articulated therein, the City has the power to grant and renew franchises for 
Cable Services (as defined in Section 1 hereof) within the City; and

WHEREAS, Pursuant to the Cable Act (as defined in Section 1 hereof), the 
Congress established certain cable franchise renewal procedures and standards in order 
to, among other purposes, encourage the growth and development of cable systems, 
assure that cable systems are responsive to the needs and interests of the local 
community, assure that cable communications provide and are encouraged to provide the 
widest possible diversity of information services and services to the public and assure 
that access to cable service is not denied to any Person (as defined in Section 1 hereof); 
and

WHEREAS, On July 19, 1983, the City granted the Company (as defined in 
Section 1 hereof), or the predecessor in interest of the Company, a franchise for the 
provision of cable television services (the "Existing Franchise"); and

WHEREAS, The Existing Franchise is scheduled to expire on October 19, 1998; 
and

WHEREAS, Pursuant to Section 363(a) of the City Charter (adopted pursuant to a 
referendum on November 7, 1989), franchises are to be awarded by the City in 
accordance with the provisions of authorizing resolutions adopted by the City Council of 
the City (the "City Council"); and

WHEREAS, The City Council adopted Resolution No. 1639 on October 13, 1993 
(the "Resolution") which authorizes until October 13, 1998 the Department of 
Telecommunications and Energy ("DTE") to grant nonexclusive franchises for the 
provision of cable television services and the installation of cable television facilities 
and 
associated equipment on, over, and under the inalienable property of the City; and

WHEREAS, Pursuant to Local Law 24 of 1994 passed by the City Council on 
June 22, 1994 and approved by the Mayor on July 5, 1994, the powers and duties of DTE, 
including the authority to grant franchises pursuant to the Resolution were transferred to 
the Department of Information Technology and Telecommunications ("DoITT"); and

WHEREAS, In response to a renewal petition submitted by the Company, the 
City, pursuant to the terms of the Cable Act, reviewed the performance of the Company 
under its franchise and identified the future cable-related community needs and interests 
and issued a request for renewal proposals for the cable television franchises to which the 
Company responded; and

WHEREAS, In response to that request for renewal proposals, the Company 
offered to provide certain facilities and equipment as well as various Services (as defined 
in Section 1 hereof) and to perform certain additional undertakings and the Company and 
the City subsequently engaged in arm's-length negotiations regarding the terms and 
conditions of a proposed renewal franchise; and

WHEREAS, The City has, with respect to the proposed renewal franchise, 
complied with the New York State Environmental Quality Act ("SEQRA") (Section 8-
0101 et seq. of the New York State Environmental Conservation Law), the SEQRA 
regulations set forth at Part 617 of Title 6 of the New York Code of Rules and 
Regulations, and the City Environmental Quality Review ("CEQR") process (Chapter 5 
of Title 62 and Chapter 6 of Title 43 of the Rules of the City of New York); and

WHEREAS, The Department of City Planning determined pursuant to 
Section 363(c) of the City Charter that the renewal of the franchise would not have land 
use impacts or implications and therefore is not subject to the Uniform Land Use Review 
Procedure ("ULURP") set forth in Section 197-c of the City Charter; and

WHEREAS, The Company has completed all required submissions under the 
City's VENDEX and ICCIS processes, and the City's review thereof has been completed; 
and

WHEREAS, Pursuant to Section 371 of the City Charter, the Franchise and 
Concession Review Committee (the "FCRC") held a public hearing on a proposed 
renewal franchise agreement memorializing the terms and conditions of the proposed 
franchise; and

WHEREAS, Said hearing before the FCRC was held within 30 days of the date 
that DoITT filed the proposed franchise agreement with the FCRC; and
WHEREAS, A notice of said hearing and a summary of the terms and conditions 
of the proposed renewal agreement were published in the City Record; and
WHEREAS, At least 15 days, excluding Sundays and legal holidays, elapsed 
between publication of said hearing notice and summary in the City Record and the 
commencement of such hearing before the FCRC; and

WHEREAS, Before the FCRC hearing, the Mayor designated two newspapers 
published in the City (one daily newspaper circulating in the borough in which the 
affected property of the City is located and one weekly newspaper circulating in the 
community districts in which the affected property of the City is located), for publication 
of a notice of such hearing, indicating the place where copies of the proposed renewal 
agreement may be obtained, and such hearing notice was published twice in the 
designated newspapers at the expense of the proposed franchisee; and

WHEREAS, The FCRC has approved the grant to the Company of the franchise 
as described herein; and
WHEREAS, Pursuant to Section 595.1 of Title 9 of the New York Code of Rules 
and Regulations, the Company's technical ability, financial condition, and character were 
considered and approved by the City in a full public proceeding affording due process; 
the Company's plans for constructing and operating the cable television system were 
considered and found to be adequate and feasible in a full public proceeding affording 
due process; the franchise complies with the franchise standards of the PSC (as defined 
in Section 1 hereof); and the franchise is nonexclusive; and

WHEREAS, The City and the Company have determined that this Agreement 
granting the Company's nonexclusive franchise complies with the franchise standards set 
forth in the Resolution, Section 363 of the City Charter, Section 626 of the Cable Act as 
amended, Section 222 of the Public Service Law, the regulations of the Public Service 
Commission, and all other applicable laws and regulations; and

WHEREAS, Said hearing was a full public proceeding affording due process at 
which the City reviewed the Company's character and its financial, legal and technical 
ability to carry out its obligations pursuant to this Agreement; reviewed the Company's 
plan for constructing, operating, maintaining and upgrading the System (as defined in 
Section 1 hereof); and

WHEREAS, The City, following said public hearing, determined that this 
Agreement granting the Company a nonexclusive franchise complies with the franchise 
standards set forth in the Cable Act, the Resolution, the aforementioned Public Service 
Law, the regulations of the PSC (as defined in Section 1 hereof) and all other applicable 
laws and regulations; and

WHEREAS, The City intends to exercise the full scope of its municipal powers, 
including both its police power and contracting authority, to promote the public interest, 
to protect the health, safety, and welfare of its citizens, and to assure the widespread 
availability of cable television services; and, in pursuit of these goals, among other 
purposes, desires to maximize the diversity of programming provided over the System 
and access to the System by Persons other than the Company; to develop innovative 
programming by the City and its institutions for delivery to the public over the System; to 
experiment with and implement uses for Cable Communications Systems (as defined in 
Section 1 hereof), including the System, in connection with the City's operations; and to 
explore the full potential of an Institutional Network (as defined in Section 1 hereof); and

WHEREAS, The City has determined that competition in the delivery of Services 
is in the public interest and that appropriate action should be taken to stimulate such 
competition; and

WHEREAS, The Company, through its response to the City's request for renewal 
proposals, and the subsequent arm's-length negotiation of the terms and conditions of this 
Agreement (as defined in Section 1 hereof) between the Company and the City, has 
knowingly and voluntarily agreed to such terms and conditions, and, to the maximum 
extent permitted by law, has waived any claim that it may now or hereafter have as to the 
invalidity or unenforceability of such terms and conditions; 

NOW, THEREFORE, In consideration of the foregoing clauses, which clauses are 
hereby made a part of this Agreement, the mutual covenants and agreements herein 
contained, and other good and valuable consideration, the receipt and sufficiency of 
which is hereby acknowledged, the parties hereby covenant and agree as follows:

Section 1	

DEFINED TERMS

For purposes of this Agreement, the following terms, phrases, words, and their 
derivations shall have the meanings set forth in this Section, unless the context clearly 
indicates that another meaning is intended.  When not inconsistent with the context, 
words used in the present tense include the future tense, words used in the plural number 
include the singular number, and words used in the singular number include the plural 
number.  All capitalized terms used in the definition of any other term shall have their 
meaning as otherwise defined in this Section 1.

1.1	"Abandonment" means:  (i) the cessation, by act or failure to act of the 
Company or any Affiliated Person, of the provision of all, or substantially all, of the 
Services then being provided over the System to Subscribers or the City for twenty-four 
(24) or more consecutive hours, except if due to an event beyond the control of the 
Company as set forth in Section 16.5 hereof; or (ii) the completion of any action 
described in Sections 11.1 or 11.2 hereof without the prior written consent of the City, 
provided that a change of Control described in Section 11.2 which is not initiated or 
participated in by the Company or any Affiliated Person or, if applicable, is opposed 
actively and publicly by the Company and all applicable Affiliated Persons shall not be 
considered an Abandonment.

1.2	"Access Channel" means a Government Channel and/or a Public Channel.

1.3	"Affiliated Person" means each Person who falls into one or more of the 
following categories:  (i) each Person having, directly or indirectly, a Controlling Interest 
in the Company; (ii) each Person in which the Company has, directly or indirectly, a 
Controlling Interest; (iii) each officer, director, general partner, limited partner holding 
an interest of ten percent (10%) or more, joint venturer or joint venture partner, of the 
Company; and (iv) each Person, directly or indirectly, controlling, controlled by, or under 
common Control with, the Company; provided that "Affiliated Person" shall in no event 
mean the City, the Community Access Organization, any limited partner holding an 
interest of less than ten percent (10%) of the Company, or any creditor of the Company 
solely by virtue of its status as a creditor and which is not otherwise an Affiliated Person 
by reason of owning a Controlling Interest in, being owned by, or being under common 
ownership, common management, or common Control with, the Company.

1.4	"Agreement" means this Agreement, together with the Appendices attached 
hereto and all amendments or modifications hereof.

1.5	"Audio Channel" means a band of frequencies on the System which is capable 
of carrying one FM audio Signal (mono or stereo) or digital or other technological 
equivalent.

1.6	"Basic Service" means a group or groups of Cable Services distributed over 
the Subscriber Network, consisting of any Service tier which includes the retransmission 
of local television broadcast signals.

1.7	"Borough President" means the President of the Borough of Brooklyn, the 
Borough President's designee, or any successor thereto.

1.8	"Cable Act" means the Cable Communications Policy Act of 1984, Pub. L. 
No. 98-549, 98 Stat. 2779 (1984) (codified at 47 U.S.C.    521-611 (1982 & Supp. V 
1987)) and any amendments thereto.

1.9	"Cable Communications System" means any facility operating by means of 
coaxial cable, optical fiber, or other transmission lines or forms of transmission, and 
associated equipment and devices, the primary function of which is to provide Cable 
Services, by receiving, through any means, including, without limitation, coaxial cable, 
optical fiber, antenna, or satellite or microwave transmission, and distributing video, 
audio, voice, or data Signals, whether originating within the City or elsewhere.  The 
foregoing definition of "Cable Communications System" shall not be deemed to 
circumscribe the valid authority of any governmental body, including the City, to regulate 
the activities of any other communications system or provider of communications 
services.

1.10	"Cable Service" means:  (A) the one-way transmission to Subscribers of 
(i) video programming or (ii) other programming service, (B) Subscriber interaction, if 
any, which is required for the selection or use of such video programming or other 
programming service.  For purposes of this Agreement Internet access service such as 
cable modem service and other two-way interactive services shall be deemed to be Cable 
Service(s), unless and until such service(s) are finally determined by the FCC or, if 
appealed, then by courts of competent jurisdiction (not subject to further appeal) that 
such service is not a Cable Service, in which event for purposes of this Agreement such 
service(s) shall thereafter not be deemed Cable Service(s) and therefore not authorized 
under this Agreement, and, unless prohibited, the authorization of the provision of such 
service(s) shall be under a separate authorization from the City, such as the Broadband 
Agreement between the City and Cablevision Lightpath, Inc.  If the Cable Act is 
amended to expand the activities which constitute "Cable Service" as defined in the 
Cable Act, then the parties shall negotiate a mutually agreeable revision of the definition 
of Cable Service for purposes of this Agreement to reflect such expansion.

1.11	"Channel" means a band of frequencies in the electromagnetic spectrum, 
or any other means of transmission (including, without limitation, optical fibers or any 
other means now available or that may become available), which is capable of carrying a 
video Signal, an audio Signal, a voice Signal, or a data Signal, provided that the spectrum 
capacity of each such Channel and the technical specifications of each such Signal shall 
be as defined in Appendix A to this Agreement.

1.12	"City" means the City of New York or, as appropriate in the case of 
specific provisions of this Agreement, any board, bureau, authority, agency, commission, 
department of, or any other entity of or acting on behalf of, the City of New York, or any 
officer, official, employee, or agent thereof, any designee of any of the foregoing, or any 
successor thereto. 

1.13	"Closing" means the date on which this Agreement is executed, as further 
defined in Section 2.2 hereof. 

1.14	"Commercially Impracticable" means that the Company is unable to 
provide any facility or equipment, or to undertake any other activity or fulfill any other 
obligation as provided for in this Agreement, any Appendix hereto, or any amendment to 
this Agreement or Appendix hereto, as a result of a change in conditions which is beyond 
the control of the Company due to unforeseen supervening circumstances not within the 
contemplation of the Company as of the date hereof and the nonoccurrence of which was 
a basic assumption on which the requirement for such facility, equipment, other activity, 
or obligation was based, consistent with the definition of commercial impracticability in 
Section 2-615 of the Uniform Commercial Code as in effect in the State of New York.

1.15	"Commissioner" means the Commissioner of DoITT, the Commissioner's 
designee or any successor thereto.

1.16	"Community Access Organization" or "CAO" means the nonprofit 
corporation that has been designated pursuant to Appendix D to this Agreement.

1.17	"Company" means Cablevision Systems New York City Corporation, a 
corporation organized and existing under the Laws of the State of New York, whose 
principal place of business is located at 415 Crossways Park West, Woodbury, New York 
11797, and each partnership or partnerships which own or operate all or any part of the 
System in the District.  Cablevision Systems New York City Corporation shall be a 
general partner in each such partnership or partnerships.  The action of each general 
partner in each such partnership or partnerships listed in Appendix G, which own or 
operate all or part of the System in the District, when acting in the capacity of general 
partner, shall be deemed to be the action of the Company for all purposes of this 
Agreement, provided no general partner of the Company shall have any personal liability 
with respect to any of the Company's obligations under this Agreement by reason of his 
or its status as such general partner, except the extent of such general partner's interest 
in 
the Company.

1.18	"Comptroller" means the Comptroller of the City, the Comptroller's 
designee, or any successor thereto.

1.19	"Control" of or "Controlling Interest" in a Person or in the System or the 
franchise granted herein, means working control in whatever manner exercised, 
including, without limitation, working control through ownership, management, debt 
instruments, or negative control, as the case may be, of such Person or of the System or 
of the franchise granted herein.  A rebuttable presumption of the existence of Control of, 
or a Controlling Interest in, a Person or the System or the franchise granted herein shall 
arise from the beneficial ownership, directly or indirectly, by any Person or group of 
Persons acting in concert (other than underwriters during the period in which they are 
offering securities to the public) of ten percent (10%) or more of such Person or the 
System or the franchise granted herein.  "Control" or "Controlling Interest" as used herein 
may be held simultaneously by more than one Person or group of Persons.

1.20	"Corporation Counsel" means the Corporation Counsel of the City, the 
Corporation Counsel's designee, or any successor thereto.

1.21	"Dial Location" means the position on a television receiver, tuner, 
converter, or other device which is selected to receive a specific Channel or Service.

1.22	"District" means the Borough of Brooklyn.

1.23	"DoITT" means the Department of Information Technology and 
Telecommunications, or any successor thereto.

1.24	"Downstream" means the direction of Signals originating from the 
headend or hubs of the System and going toward a Subscriber.

1.25	"Economically and Technically Feasible and Viable" means capable of 
being provided:  (i) through technology which has been demonstrated to be feasible for 
its intended purpose; (ii) in an operationally workable manner; and (iii) in a manner 
which ensures that the System has a reasonable likelihood of being operated on 
reasonably profitable basis over the term of the franchise.

1.26	"Effective Date" means the date on which this Agreement shall take 
effect, as further defined in Section 2.1 herein.

1.27	"Enhanced Service" means any Cable Service other than Basic Service 
distributed over the System.

1.28	"FCC" means the Federal Communications Commission, its designee, or 
any successor thereto.

1.29	"FCRC" means the Franchise and Concession Review Committee of the 
City of New York. 

1.30	"Governmental Channel" means an Access Channel on the Subscriber 
Network which the Company shall make available to the City, at no charge, as provided 
in Section 4.1 hereof and in Appendix E to this Agreement. 

1.31	"Gross Revenue" means all revenue, as determined in accordance with 
generally accepted accounting principles, which is received, directly or indirectly, by the 
Company and by each Affiliated Person from or in connection with the distribution of 
any Service on the System or the provision of any Service Related Activity in connection 
with the System, including, without limitation, the value of any free services provided by 
the Company (other than those authorized or required by this Agreement or provided at 
the discretion of the Company as a contribution to a charitable or other organization 
exempt from taxation as an entity described in Section 501(c)(3) of the Internal Revenue 
Code of 1986, as amended) which value of free services shall include, in the case of free 
Cable Services, the retail value of all tiers of service actually provided.  Gross Revenue 
shall also include all revenue of any other Person, including, without limitation, Leased 
or Access Channel programmers, which is received directly or indirectly, from or in 
connection with the distribution of any Service over the System or the provision of any 
Service Related Activity in connection with the System.  Gross Revenue, for purposes of 
Section 9.1 hereof, shall also specifically include:  (i) the fair market value of any 
nonmonetary (i.e., barter) transactions between the Company and any Person, other than 
an Affiliated Person, but not less than the customary prices paid in connection with 
equivalent transactions; (ii) the fair market value of any nonmonetary (i.e., barter) 
transactions between the Company and any Affiliated Persons but not less than the 
customary prices paid in connection with equivalent transactions conducted with Persons 
who are not Affiliated Persons; and (iii) any revenue received by the Company or by any 
Affiliated Person, as reasonably determined from time to time by the Comptroller, 
through any means which is intended to have the effect of avoiding the payment of 
compensation that would otherwise be paid to the City for the franchise granted herein.  
Gross Revenue shall also include all advertising revenue which is received directly or 
indirectly by the Company, or, with respect to Leased Channels, any other Person from or 
in connection with the distribution of any Service over the System or the provision of any 
Service Related Activity in connection with the System.  With respect to advertising 
revenue received by the Company pursuant to an agreement (such as, for example, an 
agreement, with an Affiliated Person that provides programming on the System, pursuant 
to which the Company is entitled to sell advertising time, or receive revenue resulting 
from the sale of advertising time, during or in connection with such programming) with 
an Affiliated Person, Gross Revenue shall be deemed to be the advertising revenue that 
would be derived under such an agreement under standard advertising affiliation 
agreements for similar transactions in similar circumstances between Persons who are 
not Affiliated Persons.  Gross Revenue shall not include:  (i) the revenue of any Person, 
including, without limitation, a supplier of programming to the Company, to the extent 
that said revenue is also included in Gross Revenue of the Company; (ii) the revenue of 
the Company or any other Person which is received directly from the sale of any 
merchandise through any Service distributed over the System (other than that portion of 
such revenue which represents or can be attributed to a Subscriber fee or a payment for 
the use of the System for the sale of such merchandise (such as, for example, the portion 
of such payment attributable to a commission for the Company or an Affiliated Person), 
which portion shall be included in Gross Revenue); (iii) taxes imposed by law on 
Subscribers which the Company is obligated to collect; (iv) amounts collected by the 
Company from Subscribers on behalf of Leased or Access Channel programmers, other 
than Affiliated Persons, to the extent that all of the amounts collected (in excess of the 
amounts deducted pursuant to Section 9.1.05 hereof and paid to the City) are passed on 
by the Company to said programmers; (v) any investment income earned by the 
Company; (vi) the revenue of any Affiliated Person which represents standard and 
reasonable amounts paid by the Company to said Affiliated Person for ordinary and 
necessary business expenses of the Company, including, without limitation, professional 
service fees and insurance or bond premiums; (vii) any revenues, including subscription 
fees and advertising receipts, received by the Company or any Affiliated Person in 
connection with the sale to Subscribers of any cable programming guide, provided that 
the Company or an Affiliated Person provides to all Subscribers, without charge, a 
written program guide or other information, on at least a monthly basis, listing all 
Services and specific programs then being distributed over the System including, without 
limitation, the programs and Services currently being carried on all Access Channels, if 
made available by the City and the Community Access Organization, as applicable, 
within the same time schedule used by the Company for its own programming; 
(viii) advertising commissions deducted by advertising agencies before advertising 
revenues are paid over to the Company; and (ix) to the extent consistent with generally 
accepted accounting principles, consistently applied, bad debt write-offs.  Generally 
accepted accounting principles shall be used in determining Gross Revenue; provided, 
however, that generally accepted accounting principles shall not be employed to the 
extent they would be inconsistent with the express agreements set forth above in this 
definition of Gross Revenue; and provided further that generally accepted accounting 
principles will not be used to the extent that they would be inconsistent with the concept 
of calculating Gross Revenue, and not net revenue, it being the intention of the parties 
that Gross Revenue be interpreted to include as many revenues as is consistent with 
applicable law, subject to the express terms of this Agreement.

1.32	"Holdings" means CSC Holdings, Inc., the direct or indirect parent 
company of the Company.

1.33	"Institutional Network" means the cable or cables, electronics and 
ancillary equipment provided pursuant to Section 4.3 hereof and Appendix E to this 
Agreement. 

1.34	"Leased Channel" means a Channel on the Subscriber Network designated 
by the Company pursuant to Section 612 of the Cable Act (47 U.S.C.   532) or as 
otherwise provided in accordance with Section 3.7 hereof. 

1.35	"Liability" or "Liabilities" means any and all encumbrances, defects of 
title, easements, mortgages, security interests or agreements, pledges, liens, charges, 
damages, expenses, penalties, fines, costs, conditional sales agreements, title retention 
agreements, claims, assessments, restrictions, liabilities, obligations, debts, 
commitments, undertakings, taxes, covenants and responsibilities of every kind and 
character, known and unknown, contingent or otherwise, or arising or existing by 
operation of law, by judicial decree or judgment, by contract or otherwise, including, 
without limitation, those evidenced by contracts, agreements, memoranda, indentures, 
mortgages and security agreements, and conditional sales and other title retention 
agreements.  "Liability" or "Liabilities" shall also mean any damage or loss to any real or 
personal property of, or any injury to or death of, any Person or the City. 

1.36	"Mayor" means the chief executive officer of the City, the Mayor's 
designee, or any successor to the executive powers of the present Mayor. 

1.37	"Noncable Service" means any service which is distributed over the 
System, other than a Cable Service.

1.38	"Non-Residential Subscriber" means a Subscriber, other than a Residential 
Subscriber, who lawfully receives in exchange for a fee any Service the Company 
provides through its System. 

1.39	"Person" shall mean any natural person or any association, firm, 
partnership, joint venture, corporation, or other legally recognized entity, whether for-
profit or not-for-profit, but shall not mean the City. 

1.40	"Physically Challenged" shall mean any individual with a physical 
disability or handicap. 

1.41	"PSC" means the New York State Public Service Commission, its 
designee, or any successor thereto. 

1.42	"Public Channel" means an Access Channel on the Subscriber Network 
which the Company shall make available to the Community Access Organization, at no 
charge, for use as provided in Section 4.1 hereof. 

1.43	"Resident" means an occupant who:  (i) resides in a dwelling which has or 
is entitled to receive from the City a residential certificate of occupancy, including, 
without limitation, a private dwelling, class A multiple dwelling, or an interim multiple 
dwelling; or (ii) has continuously resided in the same building as a permanent resident 
for at least six (6) months or who takes occupancy pursuant to a lease (or other similar 
arrangement) of at least six (6) months duration, including, but not limited to, occupants 
of any buildings not included in subsection (i) above, and including occupants of hotels, 
apartment houses, one-to-two family dwellings, apartment hotels, motels, lodging or 
rooming houses, rectories, convents, school dormitories, hospitals, prisons, reformatories, 
nursing homes, mental institutions, clinics, orphanages, day nurseries, homes for the aged 
and sanitariums, whether or not such buildings have or are entitled to receive from the 
City residential certificates of occupancy; provided, however, that (a) with respect to 
occupants of prisons, reformatories and mental institutions, the Company's obligation 
shall be to provide Service to common areas in such facilities, to the extent that the 
Facility at issue requests and negotiates for the provision of such services and (b) in the 
case of any other institutional facility (such as a dormitory, a hospital, a nursing home, 
etc.), the Company shall negotiate with the institution in order for the Company to serve 
the Resident requesting Service, and the Company may be relieved of its obligation to 
such Resident upon a showing of good cause to the Commissioner.  For purposes of this 
Agreement, the terms "private dwelling," "class A multiple dwelling," and "interim 
multiple dwelling" shall have the same meaning as they have or may have in the New 
York State Multiple Dwelling Law, as such Law may from time to time be amended. 

1.44	"Residential Subscriber" means a Resident who lawfully receives any 
Service on the Subscriber Network, except to the extent that such Services are used by 
such Subscriber in connection with a trade, business, or profession, either directly or 
indirectly. 

1.45	"Security Fund" means the fund established in Section 14.2 hereof. 

1.46	"Service" means any Cable Service, including any Basic Service, or any 
other service, whether originated by the Company or any other Person, which is offered 
to any Person in conjunction with, or distributed over, the System. 

1.47	"Service Related Activity" means any activity or function conducted by 
the Company, or by an Affiliate of the Company on behalf of the Company, that is 
associated with the production or distribution of any Service over the System, including, 
without limitation, use of studio or other facilities or equipment, billing, audience 
promotion, or installation or lease of equipment. 

1.48	"Signal" means any transmission of radio frequency energy or of optical 
information. 

1.49	"State-of-the-Art" or "State of the Art," as applicable, means that level of 
technical or service performance, capacity and capability (including, but not limited to, 
plant or other equipment; Access and other production equipment or facilities; 
construction techniques; consumer service; facilities, equipment, systems and operations; 
and any performance standards) which has been developed and demonstrated in the cable 
industry or other comparable industry that provide services to the public under similar 
conditions and is Economically and Technically Feasible and Viable. 

1.50	"Streets" means the surface of, and the space above and below, any and all 
streets, avenues, highways, boulevards, concourses, driveways, bridges, tunnels, parks, 
parkways, waterways, docks, bulkheads, wharves, piers, public grounds and public places 
or waters within and belonging to the City and any other property within the City to the 
extent to which there exist public easements or public rights of way. 

1.51	"Subscriber" means any Person lawfully receiving any Service provided by 
the Company by means of or in connection with the System, whether or not a fee is paid 
for such Service. 

1.52	"Subscriber Network" means that portion of the System over which 
Services are provided primarily to Residential Subscribers. 

1.53	"System" means the Cable Communications System which is to be 
constructed, operated, maintained and upgraded, as necessary, by the Company pursuant 
to this Agreement, including, without limitation, all real property, all tangible and 
intangible personal property, buildings, offices, furniture, Subscriber lists, cables, 
amplifiers and all other electronic devices used in connection therewith and all rights, 
contracts and understandings with regard to any matter related thereto. 

1.54	"Two-way" means that the headend, trunk cables, distribution plant, 
amplifiers, and other technical components of the System have the requisite equipment in 
place to pass video, audio, voice and/or data Signals in both directions simultaneously. 

1.55	"Upgrade" means the construction of the System pursuant to Section 6.1 
of this Agreement and as described in the Engineering Analysis and System Architecture 
plan as set forth in Appendix A.

1.56	"Upstream" means the direction of Signals on the Subscriber Network or 
the Institutional Network going toward the headend or hubs of the System. 

1.57	"Video Channel" means a Channel on the System which is capable of 
carrying one video Signal, consisting of picture and sound information of a character 
similar to traditional television programming. 

1.58	"Voice Channel" means a band of frequencies on the System which is 
capable of carrying one or more voice Signals. 

Section 2	
GRANT OF AUTHORITY

2.1	Effective Date.  The franchise granted to the Company pursuant to this 
Agreement, which as provided in Section 2.4.01 hereof is a nonexclusive franchise, shall 
commence upon completion of the Closing hereof (hereinafter referred to as the 
"Effective Date") described in the following Section 2.2.01 hereof, provided that the 
Company meets each of the conditions precedent set forth in such Section.

2.2	Closing, Term and Termination of Agreement.

2.2.01	Closing.  This Agreement shall be executed and the obligations 
herein shall commence on the closing of this Agreement (herein referred to as the 
"Closing").  The Closing shall be held on October 8, 1998 at City Hall, New York City, 
or such other date as may be specified by the Mayor.  At the Closing, the Mayor and the 
Company shall execute, by signing, this Agreement, provided that prior to such execution 
by the Mayor (the signature of the Mayor to constitute the approval of the Mayor to this 
Agreement required pursuant to Section 372 of the New York City Charter):

(i)	FCRC Resolution.  The FCRC shall have adopted a 
resolution approving this Agreement;

(ii)	Certified Copies of Resolutions.  The Company shall have 
furnished the City with a certified copy of the resolution(s) duly adopted by the 
Board of Directors or other governing body of the Company, and, where 
applicable, Holdings, approving the execution, delivery and performance of this 
Agreement and approving the execution, delivery and performance of all other 
documents, certificates, guarantees, and other instruments required to be 
furnished to the City by and pursuant to the terms of this Agreement;

(iii)	Opinion of Company's Counsel.  The City shall have 
received an opinion dated as of the date of the Closing from outside counsel to 
the Company in form and substance reasonably satisfactory to the Commissioner 
and the Corporation Counsel; 

(iv)	Representations and Warranties.  The Company shall have 
provided the City with a certificate of a senior officer certifying that the 
representations and warranties made by the Company in this Agreement are true 
and correct as of the Closing; 

(v)	Government Approvals.  The Company shall have provided 
the City with evidence of approval of the transactions contemplated by this 
Agreement from any necessary governmental authorities, and all notice periods 
and waiting periods required by law to pass in connection with such transactions 
shall have passed, except the certificate of confirmation to be issued or renewed 
by the PSC pursuant to Section 591.4 of the PSC regulations; 

(vi)	Adverse Proceedings.  The Company shall have provided 
the City with a certificate of a senior officer certifying that, after due inquiry, to 
the best of the Company's knowledge, no action or proceeding by or before any 
court or other governmental body shall have been instituted or threatened by any 
governmental body or other Person which seeks to restrain, prohibit or invalidate 
any transaction(s) or undertaking(s) contemplated by this Agreement, except as 
may be disclosed in the certificate and approved by the Commissioner and the 
Corporation Counsel;

(vii)	Leased Channel Report.  The Commissioner shall have 
approved the Company's report described in   3.7.02 regarding Leased Channels;

(viii)	Obligations to Upgrade.  The Company shall have fulfilled 
all of its obligations to upgrade the System pursuant to its existing franchise 
agreement that are required to have been fulfilled as of the Closing; 

(ix)	Performance Bond.  The Company shall have furnished to 
the City the performance bond, pursuant to Section 6.10.04 hereof; 

(x)	Local Employment Plan.  The Company shall have 
submitted to the Commissioner and the Division of Labor Services any plan for 
the recruitment, education, training and employment of residents of the City, with 
a preference for City residents, required pursuant to Section 7.3 hereof; 

(xi)	Payment of Initial Portion of Renewal Costs.  The 
Company shall have paid to the City an initial portion of the City's renewal costs, 
pursuant to Section 9.2.01 hereof; 

(xii)	Related Services Report.  The Company shall have 
submitted to the Commissioner the Related Services Report, pursuant to 
Section 10.4.05 hereof; 

(xiii)	Liability Insurance Policy.  The Company shall have 
secured its liability insurance policy pursuant to Section 13.2.01 hereof and shall 
have delivered to the Comptroller, the Commissioner and the Corporation 
Counsel, proof thereof, in the form of an insurance certificate or insurance binder, 
together with evidence that the premiums for such policy have been paid, that 
such policy shall be in effect on or before the Effective Date, and that such policy 
is in accordance with Section 13.2 hereof; 

(xiv)	Security Fund.  The Company shall have deposited with the 
Comptroller the Security Fund, pursuant to Section 14.2.01 hereof; 

(xv)	Engineering Analysis and System Architecture.  The 
Company shall have submitted to the Commissioner the Company's Engineering 
Analysis and System Architecture, pursuant to Appendix A to this Agreement; 

(xvi)	Keepwell Agreement.  The Company shall have secured 
and delivered to the Commissioner and the Comptroller a Keepwell Agreement, 
in form acceptable to the City, from Holdings and the Company;

(xvii)	VENDEX/ICCIS.  The Company has completed all 
required submissions under the City's VENDEX and ICCIS processes, and the 
City's review thereof has been completed; and

(xviii)	  The Company shall have delivered such other documents 
as may be reasonably requested by the City.
Any of the above closing conditions may be waived by the Commissioner.

2.2.02	Term of Agreement.  This Agreement shall remain in effect 
from the Effective Date of this Agreement to the termination of this Agreement, as 
provided in Section 2.2.03 hereof, which period of time is herein referred to as "the term 
of this Agreement."

2.2.03	Termination.  The termination of this Agreement shall occur 
upon the earliest to occur of:  (i) the revocation of the franchise and this Agreement as 
provided in Section 14.4 hereof; (ii) an Abandonment of the System; or (iii) the 
expiration of the term of the franchise, by acceleration pursuant to Section 
14.4.01(iii) hereof, or upon the scheduled expiration date set forth in Section 2.3.02, or 
otherwise.

2.2.04	Termination Not a Waiver.  The termination of this Agreement 
and/or the franchise granted pursuant to the terms of this Agreement shall not, for any 
reason, operate as a waiver or release of any obligation of the Company or any other 
Person, as applicable, for any Liability:  [(i) pursuant to Section 13.1 hereof, which arose 
or arises out of any act or failure to act prior to the termination; (ii) which exists 
pursuant 
to Sections 8.2 [Privacy], 9 [Compensation] (but only to the extent that the payments 
required by Section 9 relate to activities of the Company prior to the termination), 
10.5.03 [Right of Inspection], 10.5.04 [Right of Examination], 10.6 [Investigations], 
14.5 through 14.8 [Termination], 16.18 [Governing Law] and 16.21 [Claims under 
Agreement] hereof]; (iii) to maintain in full force and effect the performance bond 
required by Section 6.10 hereof and coverage under the liability insurance policies 
required by Section 13.2 hereof for a reasonable period following the date of termination 
for any reason, but in no event less than one (1) year following such date; or (iv) to 
maintain in full force and effect the Security Fund required by Section 14.2 hereof 
pursuant to the terms of Section 14.2.03 hereof.  If the Company continues to operate all 
or any part of the System after the expiration of the term of the franchise, without 
renewal, then the Company shall comply with and be obligated under such reasonable 
additional terms and conditions the City may reasonably and lawfully impose with 
respect to such period of operation, provided, however, that this provision shall not apply 
if such continuation of operations is pursuant to Section 14.8 hereof.

2.3	Nature of Franchise, Term, Renewal of Franchise, and Effect of 
Termination

2.3.01	Nature of Franchise.  On the Effective Date, the Company's 
nonexclusive franchise for the occupation and use of the Streets within the District for 
the construction, operation, maintenance, upgrade, repair, and removal of the System, for 
the purpose of providing Cable Services in accordance with the provisions of this 
Agreement, shall be deemed to have been renewed and granted for the duration of the 
Franchise Term described in Section 2.3.02 below, provided that the Closing shall have 
occurred and the Company shall have fulfilled each of the conditions set forth in 
Section 2.2.01 hereof.  The franchise granted herein does not authorize the Company to 
provide any Noncable Services (except that this limitation is not intended to limit the 
City's use of the Institutional Network).

2.3.02	Franchise Term.  Unless sooner revoked or such expiration is 
accelerated pursuant to Section 14.4.01(iii) hereof, and subject to the matching 
provisions specified in Section 15.4, the franchise shall remain in effect from the 
Effective Date until the date which is the tenth anniversary of the Effective Date, which 
period of time is herein referred to as "the term of the franchise."  The franchise shall be 
revoked automatically upon any termination of this Agreement.

2.3.03	Renewal.  Subject to Section 626 of the Cable Act (47 U.S.C. 
  546), the City reserves the right to grant or deny renewal of the franchise granted 
herein; provided that any renewal may be based upon the Company's agreement to 
comply fully with all amendments or other modifications to this Agreement as may be 
specified in any such renewal; and, provided further, that nothing in this Agreement shall 
be construed as a presumption in favor of a renewal of this Agreement or the franchise 
granted herein.

2.3.04	Effect of Termination.  In the event that:  (i) the City does not 
grant a renewal of the franchise at the expiration of the term of the franchise; (ii) an 
Abandonment of the System occurs; or (iii) this Agreement is terminated for any other 
reason prior to the tenth anniversary of the Effective Date, then the term of the franchise 
shall expire, all rights of the Company in the franchise shall cease, with no value 
allocable to the franchise itself, and the rights of the City and the Company to the 
System, or any part thereof, shall be determined as provided in Sections 14.5 through 
14.7 hereof.

2.4	Conditions and Limitations on Franchise.

2.4.01	Not Exclusive.  Nothing in this Agreement shall affect the right 
of the City to grant to itself or any Person a franchise, consent, or right to occupy and use 
the Streets, or any part thereof, for the construction, operation, or maintenance of all or 
any part of a Cable Communications System within the District or elsewhere in the City 
or for any other purpose.

2.4.02	Public Works and Improvements.  Nothing in this Agreement 
shall abrogate the right of the City (or any board, authority, commission or public benefit 
corporation) to perform any public works or public improvements of any description, 
including, without limitation, all work authorized by the New York State Rapid Transit 
Law.  In the event that the System interferes with the construction, operation, 
maintenance, or repair of such public works or public improvements, the Company shall, 
at its own cost and expense, protect or promptly alter or relocate the System, or any part 
thereof, as directed by the City.  In the event that the Company refuses or neglects to so 
protect, alter, or relocate all or part of the System, the City shall have the right to break 
through, remove, alter, or relocate all or any part of the System without any Liability to 
the Company and the Company shall pay to the City the costs incurred in connection with 
such breaking through, removal, alteration, or relocation.

In the event the Company believes that it has been significantly 
and adversely affected by the operation of this Section by reason of having to pay 
materially excessive amounts to have the Company's System protected when public 
works and improvements are being performed, the Company may submit to the 
Commissioner a statement describing the Company's complaints and proposed solution, 
and the Commissioner shall forward such statement to the appropriate City agencies with 
jurisdiction over the applicable public works or public improvements.  In addition, within 
one year after the Effective Date, the Company may prepare and submit a report to the 
Commissioner describing the status of the Company's concerns with respect to 
procedures and costs regarding public works or public improvements, any progress which 
has been made, and any recommendations.  The Commissioner, at the request of the 
Company, shall submit the Company's report to the Mayor's Office of Construction or 
other appropriate City agency.

2.4.03	No Waiver.  Nothing in this Agreement shall be construed as a 
waiver of any codes or ordinances of the City or of the City's right to require the 
Company or any Person utilizing the System to secure the appropriate permits or 
authorizations for such use, provided that no fee or charge may be imposed upon the 
Company for any such permit or authorization, other than the standard fees or charges 
generally applicable to all Persons for such permits or authorizations, and any such 
standard fee or charge shall not be considered a "franchise fee" under 
Section 622(g)(1) of the Cable Act (47 U.S.C.   542(g)(1)), shall fall within the 
exception to such term pursuant to Section 622(g)(2)(A) of the Cable Act (47 U.S.C. 
  542(g)(2)(A)) and shall not be an offset against the compensation the Company is 
required to pay to the City pursuant to Section 9.1 hereof.

2.4.04	No Release.  Nothing in this Agreement shall be construed as a 
waiver or release of the rights of the City in and to the Streets.  In the event that all or 
part of the Streets within the District are eliminated, discontinued or closed, all rights 
and 
privileges granted pursuant to this Agreement with respect to such Streets, or any part 
thereof so eliminated, discontinued or closed, shall cease upon the effective date of such 
elimination, discontinuance or closing, provided that, if such elimination, discontinuance 
or closing of any Street is undertaken for the benefit of any private Person, the City shall, 
as appropriate, condition its consent to such elimination, discontinuance or closing of 
such Street on the agreement of such private Person to (i) grant the Company the right to 
continue to occupy and use such Street or (ii) reimburse the Company for the reasonable 
costs to relocate the affected part of the System.
2.4.05	Not Transferable.  As provided in Section 11 hereof, the 
franchise granted herein to the Company shall not be transferred, assigned or 
encumbered, in whole or in part, in any manner, directly or indirectly, nor shall title 
therein, either legal or equitable, or any right, interest or property or assets relating to 
the 
franchise or the System (other than conveyances of real or personal property in the 
ordinary course of the operation of the System), pass to or vest in any Person without the 
express approval of the City, except as provided in Section 11 hereof and Appendix G to 
this Agreement.  The completion of any such action without the approval of the City shall 
constitute an Abandonment of the System.
Section 3	
SERVICE OBLIGATIONS

3.1	Provision of Service.  The Company has offered to and shall continuously 
construct, operate, maintain, and, if required pursuant to Section 3.9 hereof, upgrade the 
System in accordance with the State of the Art, so as to provide, at a minimum, the full 
range of Services, facilities and equipment required by this Agreement (including the 
Appendices to this Agreement).  The Company currently believes that the provision of all 
such Services, facilities and equipment as delineated herein is Economically and 
Technically Feasible and Viable.  In addition, the Company, after thoroughly considering 
all foreseeable economic and business risks, currently believes that such Services, 
facilities and equipment as delineated herein in such Appendices will remain 
Economically and Technically Feasible and Viable during the term of the franchise, and 
will not become, during the term of the franchise, Commercially Impracticable.

3.2	Service to All Persons
3.2.01	Obligation.  Throughout the term of this Agreement, the 
Company covenants and agrees to construct, operate, maintain and upgrade the System 
so as to make all Services distributed over the System available to any Person within the 
Initial Construction Area in the Existing Franchise that submits a request for Service to 
the Company within the time periods and pursuant to the procedures described in Section 
3.2.02.  In offering Services on the Subscriber Network, neither the Company nor any 
Affiliated Person shall discriminate, nor permit discrimination between or among any 
Persons, in the availability of Services or in the rates, terms and conditions thereof, 
except to the extent that such discrimination is expressly permitted pursuant to (a) 
Federal law which preempts local regulation of such discrimination or (b) Sections 5.3 
and 5.4 hereof.  It shall be the right of all Subscribers to receive continuously all 
available Services insofar as their financial and other obligations to the Company are 
honored.  The obligations set forth in the preceding three sentences shall include, without 
limitation, the obligation to ensure that access to any Service is not denied to any group 
of potential Residential Subscribers because of the income of the residents of the area in 
which such group resides, geographic location or any other criteria, except as expressly 
permitted pursuant to (a) or (b) above.  The Company shall not enter into or maintain any 
"bulk rate" agreements, except as may be permitted under applicable law, pursuant to 
Section 5.4 hereof.  The Company shall continuously monitor the implementation of the 
commitments set forth in this Section 3.2.01.
3.2.02	Requests for Service.  The Company shall fulfill all requests 
for Service within the time periods set forth in Section 2.3.03 of Appendix I.  If the 
Company is unable to fulfill any such request within ninety (90) days, it shall promptly 
notify the Person requesting Service, in writing, and shall provide monthly updates to that 
Person.  The Company shall, within 90 days, aggressively pursue access to all blocks and 
buildings which are not currently wired for Service, but the Company shall have the right 
to petition the Commissioner for an exception from such requirement on a temporary 
basis when there is no pending or reasonably expected likelihood of a request for Service 
from any such block or building and the Commissioner is satisfied that the Company has 
thoroughly advertised the availability of Service to each such block or building in a 
manner consistent with the advertising plan described in Section 3.2.04 hereof.  In each 
case in which the Company needs to obtain access to property for providing or upgrading 
its Service, the Company shall undertake (and document in written form) the following 
steps within the following time periods:  (i) send promptly (but in no event later than 
thirty (30) days after receipt of a request for Service) to the property owner or managing 
agent notice of its intention to wire for Service; (ii) attempt to negotiate a survey date 
and 
wiring method with the property owner or agent; (iii) if not yet successful in obtaining 
access, send a second notice of intent to wire and a letter from counsel regarding the 
Company's access rights, and attempt to wire; (iv) if the property owner or agent prevents 
wiring, request assistance from the Commissioner and/or the PSC; and (v) institute and 
reasonably and diligently pursue legal action if the requested Service(s) is (are) not 
provided within one hundred eighty (180) days of first notice to the property owner or 
agent of intention to wire.  In each case where it is having difficulty obtaining access to a 
block or part of a block, the Company shall, within ninety (90) days, aggressively pursue 
an alternate point of entry so as to ensure that it complies with this Section 3.2.02 and 
shall redesign its wiring plans to permit it to utilize such alternate point of entry to the 
maximum extent feasible consistent with sound design and construction practices.  The 
Commissioner may waive, or extend the dates for complying with, the requirements of 
this Section upon a showing of good cause by the Company.
3.2.03	Continuous Service.  In the event the Company, with the 
consent of the City, sells or otherwise transfers the System or Control thereof, or in the 
event the franchise terminates, the Company shall ensure that all Subscribers receive 
continuous, uninterrupted Service.  In the event of an acquisition of the System by the 
City or a transfer of the System by the Company, on its own initiative or at the direction 
of the City in accordance with Section 14.6 hereof or otherwise, the Company shall 
cooperate with the City to operate the System in the manner set forth in Section 14.7 
hereof, in order to maintain continuity of Service to Subscribers.
3.3	No Interference.  Without the prior consent of the Commissioner and in 
compliance with applicable law, including, without limitation, New York Public Service 
Law Section 228, Subsection 3, in the operation of the System, the Company shall not 
interfere in any way with, nor utilize, any master antenna systems, satellite master 
antenna system or any other similar system within any building.  The Company shall 
promptly terminate the use of any such systems and shall comply with any order of the 
Commissioner to restore the prior use of any such systems to the extent the 
Commissioner determines that such restoration is appropriate in the circumstances, 
including, but not limited to, the replacement of such systems, as soon as practicable, in a 
manner which does not interrupt Service to any Subscriber, which plans shall include 
appropriate notices to all residents of such buildings.
3.4	Programming Services.  The Company shall endeavor to offer to all 
Subscribers a diversity of video programming services; provided, however, that nothing 
contained in this Agreement shall be interpreted as a requirement for provision of any 
specific video programming services.  The Company shall not make any significant 
programming change or network change (as such terms are defined in Section 212 of the 
New York Public Service Law) to the Services offered or rates therefor without first 
providing the Commissioner, the Comptroller and the Borough President with written 
notice of such change at least forty-five (45) days prior to the change (or within five (5) 
business days after the Company first knows of the change if compliance with such forty-
five (45) day time period is not possible) and meeting all other applicable requirements 
of law or this Agreement.
3.5	System and Channel Capacity.  Until completion of the System upgrade 
referred to in section 6.1 hereof, the Subscriber Network shall have a minimum of 79 
activated Downstream Video Channels and a minimum Upstream capacity of five MHz 
to 40 MHz to be allocated among Voice and Data Channels as provided in this 
Agreement.  The Company shall undertake the System upgrade (the "Upgrade") referred 
to in section 6.1 hereof, upon completion of which the minimum number of activated 
Downstream Video Channels shall be increased to 94.
3.6	Service to All Residents.  Subject to Section 5 of this Agreement, the 
Company shall provide Service to each Resident at the same rates charged to all other 
Residential Subscribers, without regard to whether a building owner agrees to pay the 
costs of bringing Cable Service to the building, provided that the Company's obligation to 
wire shall extend only to such Residents requesting Service and not to the entire building 
in which they reside.  The Company shall be entitled to a delay in providing such Service 
for any period during which, after diligently pursuing all steps required in Section 3.2.02 
hereof, a building owner continues to refuse access and legal remedies are unavailable.
3.7	Commercial Access
3.7.01	Number of Leased Channels.  The Company shall maintain no 
less than the number of Leased Channels required by Section 612 of the Cable Act (47 
U.S.C.   532).  In the event Section 612 no longer applies, the number of Leased 
Channels shall be determined at that time in accordance with the formula set forth in 
Section 612(b)(1) of the Cable Act (47 U.S.C.   532(b)(1)) as such Section was in effect 
on the Effective Date.
3.7.02	Leased Channel Report.  The Leased Channels shall be 
administered by the Company as required by Section 612 of the Cable Act (47 U.S.C. 
  532) (or if Section 612 is no longer applicable, then, to the extent permitted by law, 
pursuant to the provisions of Section 612 as of the Effective Date).  From time to time, 
upon the City's request, the Company shall make available for the City's review at the 
Company's premises information and documentation listing the Leased Channels, the 
current lessees of such channels (other than lessees of channels made available on an 
hourly or other similar short-term basis), and describing how the Company is 
administering the Leased Channels in a manner consistent with Section 612 of the Cable 
Act.  
3.7.03	Subsequent Changes.  To the extent that applicable law may in 
the future permit the City to regulate Leased Channels and the terms and conditions with 
respect thereto to an extent greater than provided for in the Cable Act as of the Effective 
Date, the Commissioner may make reasonable rules and regulations governing Leased 
Channels and the terms and conditions with respect thereto in accordance with 
Section 15.3 hereof.
3.8	Competition
3.8.01	Violation of Antitrust Laws.  If at any time it is finally 
determined by a court of competent jurisdiction (not subject to further appeal) that any 
action pursuant to this Agreement in connection with the acquisition or distribution of 
any Cable Service for ultimate delivery to consumers in any part of the City by the 
Company or any Affiliated Person has tended to create a monopoly or to restrain trade in 
violation of law (including, without limitation, 47 U.S.C.   536 or   548 and rules 
promulgated thereunder), such determination shall be deemed to be a material breach of 
this Agreement under Section 14.4.02.
3.9	State of the Art.
3.9.01	General Requirement.  Throughout the term of this Agreement, 
the Company shall, provided that the technology is reasonably available with reasonable 
delivery schedules (and the applicable level of technical or service performance, capacity 
and capability have been demonstrated to be workable as well as Economically and 
Technically Feasible and Viable), construct, operate, maintain and upgrade the System in 
order to ensure that it continuously conforms to the State of the Art in accordance with 
the requirements of this Section 3.9, taking into account, in determining whether the 
level of technical or service performance is Economically and Technically Feasible and 
Viable, unique costs or other unique features of the franchise area and the remaining 
term of the Franchise.
3.9.02	State-of-the-Art Report.
(a)	Upon the City's request, but in no event prior to the first 
anniversary of the Effective Date and more than once in any thirty-six (36) month period, 
the Company shall provide to the Commissioner, the Comptroller and the Borough 
President, in a form satisfactory to the Commissioner, a report setting forth the 
Company's review and assessment of the current State of the Art of cable systems and its 
plans, if any, for upgrading the System to conform to the State of the Art.  The report 
shall address, at a minimum:  technological advances making possible enhanced Signal 
quality, publicly available equipment for the receipt of Services or greater channel 
capacity and interactive systems; a comparison of the services, facilities and technologies 
utilized in, and the terms and conditions of the agreements governing, the Cable 
Communications Systems in areas of the City outside the franchise area; a representative 
sample of jurisdictions in which new technologies have been or are being used and a 
description of the experience those jurisdictions have had with such new technologies; an 
assessment of the costs associated with implementing such new technologies into the 
System; a discussion of additional technological advances anticipated during the 
remainder of the term of the franchise, along with (if appropriate) a projection of the 
costs and timetable for the Company offering such advances as part of or over the 
System; a discussion of what improvements (if appropriate) the Company anticipates 
making in its customer service facilities, equipment, systems and operations during the 
remainder of the term of the franchise, along with a projection of the costs and timetable 
for the implementation of such improvements; and, generally, the steps the Company or 
any Affiliated Person is undertaking to continuously construct, operate, maintain and 
upgrade the System in accordance with the provisions of Section 3.9.01; and such 
additional information as the City may request.  The Company acknowledges and agrees 
that the State-of-the-Art report submitted pursuant to this Section 3.9.02 is only one 
resource that the City will consider in evaluating the Company's obligation pursuant to 
the terms and conditions of this Agreement to continuously construct, operate, maintain 
and upgrade the System in accordance with Section 3.9.01, and the Commissioner may, 
at the City's own expense, commission third parties, as necessary, to ascertain the current 
State of the Art in Cable Communications Systems generally.
3.9.03	Procedures for Maintaining State of the Art.  Upon receiving 
the report required pursuant to Section 3.9.02 hereof, the Commissioner will evaluate 
such report and assemble any additional data necessary to ascertain whether the System 
or any aspect thereof needs to be upgraded under the provisions of Section 3.9.01.
3.9.04	Directive.  Upon completing the evaluation contemplated by 
Section 3.9.03 hereof, and after providing notice to the Company and an opportunity for 
the Company to comment, the Commissioner may issue a reasonable directive to the 
Company to upgrade the System in accordance with Section 3.9.01.  The Commissioner 
may issue such a reasonable directive not more frequently than two (2) times during the 
term of the franchise, provided that no such directive may issue during the last three (3) 
years of the franchise term.  Absent a judicial challenge to the directive, the Company 
shall have ninety (90) days after receipt of such a directive within which to submit plans, 
as specified by the Commissioner, describing how it intends to complete such upgrade.  
In the event of a judicial challenge to the directive issued by the Commissioner, the 
Company will have ninety (90) days after any final determination upholding the directive 
not subject to further appeal within which to submit plans.  Upon approval of such plans 
by the Commissioner, the Company shall commence and diligently pursue 
implementation of the required upgrade.
Section 4	
PUBLIC SERVICES
4.1	Access Channels
4.1.01	Minimum Channel Capacity.  The Company shall supply to the 
City, without charge, five (5) activated Video Channels (and access to Upstream capacity 
as specified in Appendix A to this Agreement) as Government Channels.  The Company 
shall supply to the Community Access Organization, without charge, four (4) activated 
Video Channels (and access to Upstream capacity as specified in Appendix A to this 
Agreement) as Public Channels.  Except with the written consent of the Commissioner 
(acting in his or her sole discretion), all such Government Channels and Public Channels 
shall be provided on the Basic Service tier of channels, provided, however, that so long 
as the Company or Affiliated Persons holding cable television franchises in the City is 
offering to at least 10,000 subscribers in the City at least ninety (90) analog and/or 
digital 
channels of service, the Company may offer one of the above-referenced five (5) 
Governmental Channels on an enhanced Service tier of channels so long as such 
Enhanced Service tier includes at least ten (10) other analog and/or digital channels 
offered on a twenty-four (24) hour (i.e., not pay-per-view) basis.  Upon the later of (i) the 
first day  the Company is offering at least ninety (90) channels (analog and/or digital) of 
service to fifty percent (50%) of homes passed by the Company in the Initial 
Construction Area in the Existing Franchise or (ii) January 1, 2001, then the Company 
shall supply an additional channel (to be allocated by the Commissioner, in consultation 
with the Comptroller and the Borough President(s), as a Governmental Channel or a 
Public Channel), which shall be available on the same service tier as the tier on which 
the Government Channel referred to in the proviso in the preceding sentence is provided.  
The parties recognize that in the event the System uses primarily or entirely digital 
technology, traditional concepts of Basic Service tiers or Enhanced Service tiers may no 
longer be applicable, and the foregoing shall be interpreted to apply in such a situation to 
most closely approximate the agreement of the parties as set forth above.  In any event, 
the foregoing nine (9) or ten (10) analog Access Channels may be converted to digital 
technology upon the approval of the Commission not to be unreasonably withheld, and in 
the event of such conversion the City shall be entitled to the full digital capacity (and not 
simply nine (9) digital Channels) into which the foregoing nine (9) or ten (10) analog 
Access Channels are converted.
The Company shall retain current Channel assignments for Access 
Channels, unless the Commissioner in the Commissioner's reasonable discretion 
approves other Dial Locations upon a written request by the Company (with supporting 
documentation) and after consultation with the CAO in the case of Public Channels.
All additional Access Channels supplied pursuant to Section 4.1.02 
hereof, shall be distributed at frequency allocations, Channel assignments and Dial 
Locations to be set by mutual agreement of the Commissioner and the Company, 
provided that the location of the Access Channels shall, to the extent feasible, take into 
account the Company's existing and proposed Channel lineup, and provided further that 
the parties shall take into consideration the Dial Locations of such channels in the other 
Boroughs and shall use reasonable efforts to assign the Access Channels to contiguous 
Dial Locations within available Channels or bandwidth, and provided further that, if the 
Company's System uses digital technology or other technology in which concepts of 
"Channels" are not applicable,  the Access Channels shall be placed in locations 
contiguous to the locations of the Company's regular, traditional cable programming.  To 
the extent applicable technology allows allocation to the Basic tier without interfering 
with or affecting in any way an existing Channel, the Commissioner shall have the right 
to allocate such additional Access Channels between Basic and Enhanced Services or 
tiers of such Services, including pay-per-view Services, from time to time, provided, 
however, that to the extent Subscriber access to additional Channel or other capacity 
described in Section 4.1.02 requires for technological reasons Subscriber premises 
equipment which is required for receipt of the separate service option from Basic 
Service, then the availability of additional Access Channels (or additional capacity for 
Access Channel-type use) required pursuant to Section 4.1.02 as the result of such 
additional Channel or other capacity may at the Company's option be limited to those 
Subscribers who choose to subscribe to or purchase such service option.
4.1.02	Expansion of Channel Capacity.  In addition to the Access 
Channel requirements described in Section 4.1.01, when the Upgrade has been 
completed (assuming the upgraded portion of the System operates entirely or primarily 
through digital technology) and digital programming services (excluding straight pass 
through of broadcast digital programming) are made available on the System, whether or 
not all digital Channels or Services are activated, then an additional nine (9) MHz of the 
upgraded portion of the upgraded System shall be Access Channels.  The Commissioner, 
in consultation with the Comptroller and the Borough President(s), shall have the 
authority to allocate each such additional Access Channel or capacity between, Public 
Channels and Governmental Channels.  If the System is upgraded such that total 
activated bandwidth is greater than 860 MHz, then the City and the Company shall 
engage in good faith negotiations to determine the extent to which such additional 
capacity should be made available as Public, Educational and/or Governmental Access 
Channels.
4.1.03	 	Interconnection of Access Channels.  All Access 
Channels shall be capable of being interconnected throughout the City (i.e., capable of 
sending one transmission from each Community Access Organization to the Community 
Access Organization in Manhattan, and one transmission from the Community Access 
Organization in Manhattan simultaneously to all of the Community Access 
Organizations).
(b)	Interconnection Between the Company and Other 
Authorized Video Providers.
(i)	Upon a request from a Person that has a franchise 
agreement with the City to provide cable 
television services, the Company shall make the 
System capable of interconnecting the Access 
Channels to such Person's system so that such 
Person is capable of simultaneously transmitting 
the Access Channels (i.e., capable of sending a 
number of transmission equal to the number of 
Access Channels to be provided under this 
Agreement), and actual interconnection shall be 
implemented pursuant to an order of the 
Commissioner, provided, however, that the costs 
of such interconnection shall be borne by the 
Person requesting such interconnection.  
Notwithstanding the foregoing requirement 
regarding allocation of costs of interconnection, 
the Company's existing agreement with Time 
Warner Entertainment Company, L.P. (or its 
affiliates) may continue to the extent agreed upon 
between the Company and Time Warner 
Entertainment Company, L.P. (or its affiliates) 
with respect to allocation of such costs.
(ii)	Upon a request from a Person that has an 
agreement with the City to provide open video 
service as set forth in Section 653 of the 
Telecommunications Act of 1996 (47 U.S.C. 
Section 573), the Company shall provide 
interconnection capability as set forth in 47 CFR 
76.1505(d)(3) & (4).
(c)	Interconnect Fund.  Within ninety (90) days after the 
date hereof, the City will refund to the Company unspent amounts contributed by the 
Company or its predecessor to the Interconnection Working Group pursuant to the 
Existing Franchise.  
4.1.04	Use of Governmental Channels.  The Governmental Channels 
shall be placed under the jurisdiction of the Mayor and used for (a) any use for which 
such Channels were being used as of July 1, 1998 ("existing use") and/or (b) any purpose 
permitted by applicable law (it being agreed that neither the Company nor the City shall 
not be deemed to have waived any rights to challenge or otherwise assert its 
interpretation of applicable law in connection therewith).  Notwithstanding the 
preceding, however, existing use of the Governmental Channels for foreign language and 
other ethnic community leased time programming (as originally agreed upon in a letter 
agreement dated June 25, 1996 between the City and the Time Warner New York City 
Cable Group) shall not be implemented on more than one of the Governmental Channels 
or for more than twenty hours per day on such Governmental Channel.  The Company 
shall provide to the City, pay-per-view or similar capability with respect to Governmental 
Channel(s) as specified by the Commissioner, which will, at a minimum, allow for the 
selection of programs on a daily basis and, to the extent practicable, on a program-by-
program basis or for periods shorter than an entire day.  The timing, terms and conditions 
of such capability shall be developed by the Commissioner and the Company in 
consultations to be undertaken promptly upon request by the Commissioner.  The 
Company shall assist the programmer in arranging for, but shall not be responsible for 
the direct costs associated with, Subscriber ordering or billing for such pay-per-view 
Services, although the Company will be responsible for taking, at its own cost, whatever 
steps are necessary to authorize and ensure receipt of such Services by Subscribers 
entitled to them.  So long as such Channel is being used for the purposes authorized 
herein and except where the Company is utilizing any such Channel pursuant to Section 
4.1.06 hereof, the Company shall not exercise editorial control over programming or 
distribution of Services over any Governmental Channel used by any Person(s).
4.1.05	(a)  Community Access Organization ("CAO").  The Borough 
President shall designate an independent, not-for-profit, nonmembership corporation, 
organized pursuant to the New York Not-for-Profit Corporation Law, to serve as the 
Community Access Organization ("CAO") for the Borough, under whose jurisdiction the 
Public Channels shall be placed for purposes of Section 4.1.05 of this Agreement.  The 
CAO shall undertake such activities and shall adopt such rules and regulations as are 
required, and may adopt rules and regulations not inconsistent with this Agreement, the 
Grant Agreement attached as Appendix D to this Agreement, the Certificate of 
Incorporation of the CAO, the By-Laws of the CAO, the rules and regulations of the 
Public Service Commission, and applicable law.  The CAO shall maintain tax-exempt 
status under Section  501(c) of the Internal Revenue Code of 1986, as amended.
	(b)  Use of Public Channels.  The Public Channels shall be 
under the jurisdiction of the Community Access Organization.  Such Public Channels 
shall be used for the purpose of distributing noncommercial Services by the public, any 
other charitable, nonprofit purpose or other similar purpose, including, without 
limitation, the generation of revenues by activities reasonably related to such uses and 
purposes, or any other purpose agreed to between the Company and the CAO.  The 
Company shall provide to the CAO pay-per-view or similar capability with respect to at 
least one Public Channel that will, at a minimum, allow for the selection of programs on 
a daily basis and, to the extent practicable, on a program-by-program basis or for periods 
shorter than an entire day.  The timing, terms and conditions of such capability shall be 
developed by the Commissioner and the Company upon request by the Commissioner.  
The Company shall assist the programmer in arranging for, but shall not be responsible 
for the direct costs associated with, Subscriber ordering or billing for such pay-per-view 
Services, although the Company will be responsible for taking, at its own cost, whatever 
steps are necessary to authorize and ensure receipt of such Services by Subscribers 
entitled to them.  The Company shall not exercise editorial control over programming or 
distribution of Services over any Public Channel used by any Person(s), so long as such 
Channel is being used for the purposes authorized herein and except where the Company 
is utilizing any such Channel pursuant to Section 4.1.06 hereof.  Subject to the 
requirements set forth in Section 4.1.06, in the event there is any fallow time on any 
Public Channel, such Channel(s) shall revert to the Company.
4.1.06	Fallow Time.  The CAO, in consultation with the 
Commissioner, in the case of Public Channels, and the Commissioner, in the case of 
Governmental Channels, shall prescribe rules and regulations regarding the use of fallow 
time on Access Channels by the Company consistent with this Section.  Subject to 
Sections 4.1.04 and 4.1.05 hereof, if there is any unused time on any Access Channel and 
the Company or any Affiliated Person desires to distribute any Service over such Channel 
during such unused time, then the Company or Affiliated Person shall so notify the 
Commissioner, in writing, and as far in advance as practicable, with a copy of such 
notice to the Community Access Organization in the case of any Public Channel.  The 
Company's notice to the Commissioner and, if applicable, to the Community Access 
Organization shall describe the Company's or Affiliated Person's plans for the use of the 
Channel and shall demonstrate that there then exists no demand by any other Person, 
including the Community Access Organization, in the case of a Public Channel, and the 
City in the case of a Governmental Channel, for the unused time.  The Company or 
Affiliated Person may, at the end of the thirtieth (30th) day following receipt of such 
notice, commence the distribution of the planned service over the Channel during the 
unused periods specified in the notice unless (i) a shorter period is authorized by the 
Commissioner, or (ii) within such thirty (30) day period, the Commissioner, in the case 
of a Governmental Channel, or the Commissioner in consultation with the Community 
Access Organization in the case of a Public Channel, notifies the Company, in writing, 
that the Commissioner does not consent to the planned use of the Access Channel by the 
Company or any Affiliated Person (the Commissioner's determination may be based on 
the City's or other Person's proposed use of the Channel and the Commissioner's review 
of such planned use may include, without limitation, consideration of whether the 
planned use is consistent with the potentially temporary nature of the availability of 
fallow time).  In the event that the Commissioner, in consultation with the Community 
Access Organization, in the case of a Public Channel, authorizes the Company or any 
Affiliated Person to utilize any Access Channel, the Company or Affiliated Person so 
authorized shall relinquish such use promptly, but in no event later than ninety (90) days 
following written request, consistent with any rules and regulations established with 
respect to fallow time use, by the Commissioner, in the case of any Governmental 
Channel, or the Commissioner and Community Access Organization, in the case of any 
Public Channel.  At all times during which a Public Channel or Government Channel is 
not being used for the distribution of any Service, the Company shall, at the request of 
the Commissioner, cause a notice, in a form and with such frequency and at such times to 
be approved by the Commissioner, to appear on such Channel on a continuous basis to 
the effect that such Public Channel(s) is (are) available for use in accordance with 
Section 4.1 hereof and in the case of a Government Channel, providing notice that the 
Channel is subject to reversion to use by the City.  In the case of a fallow Public Channel, 
the Company shall also cause a notice, in form and with such frequency to be approved 
by the Commissioner to appear on a continuous basis in each of the Company service 
centers and Company offices, advising all Persons that such Public Channel(s) is (are) 
available for use in accordance with Section 4.1 hereof.  Such notice shall also be posted 
in the appropriate area(s) designated for public notice postings in the District.  All costs 
associated with the provision of such notices shall be borne by the Company.
4.2	Access Channels:  Resources, Rules and Regulations, Replacement
4.2.01	Resources.  The Company shall, at the Company's expense, 
provide switching and other technical assistance necessary to transmit programming, 
including interactive programming, on the Access Channels.  Further, the Company shall, 
at the Company's expense, transmit access programming on the Access Channels as 
directed by the Community Access Organization or the City, as applicable, on an 
as-needed basis (including provision of facilities necessary to pick up Access Channel 
programming from locations within the franchise area at which such programming is 
produced and deliver such programming to whatever Company facilities are necessary to 
enable the Company to transmit such programming over the System and to interconnect 
pursuant to Section 4.1.03).  The Company shall provide capital grants to the City and/or 
the Community Access Organization for the acquisition, lease or other provision of 
Access Channel facilities and equipment, and ongoing annual support payments for the 
use of public access facilities and equipment, as provided in Appendices D and E to this 
Agreement.  All such facilities and equipment shall be for the benefit of the City and its 
residents and shall be subject to the sole control of the Community Access Organization, 
in the case of Public Channels, or the City, in the case of the Governmental Channels.  
The Company acknowledges that all contributions, services, equipment, facilities, 
support, resources, and other activities to be paid for or supplied by the Company 
pursuant to or in connection with its performance under this Section 4 and Appendices D 
and E to this Agreement are for the benefit of all Subscribers and the public.  The 
Company agrees that such contributions, services, equipment, facilities, support, 
resources, and other things of value are not within the meaning of the term "franchise 
fee" as defined by Section 622(g)(1) of the Cable Act (47 U.S.C.   542(g)(1)) and are 
within one or more exclusions to the term "franchise fee" provided by Section 
622(g)(2)(A)-(D) of the Cable Act (47 U.S.C.   542(g)(2)(A)-(D)).  The Company further 
agrees that such contributions, services, equipment, facilities, support, resources and 
other things of value shall not be deemed to be:  (i) "payments-in-kind" or involuntary 
payments chargeable against the compensation to be paid to the City by the Company 
pursuant to Section 9.1 hereof, or (ii) part of the compensation to be paid to the City by 
the Company pursuant to Section 9.1 hereof.  The Company and the CAO shall agree 
upon the terms of a grant agreement ("Grant Agreement"), separate from this Agreement, 
which, upon execution, shall be attached to this Agreement as Appendix D and shall 
govern the obligations of the Company with respect to the CAO and the relationship 
between the Company and the CAO.  The Grant Agreement shall not be modified or 
amended without the prior approval of the Commissioner, the Borough President, and the 
CAO.
4.2.02	Rules and Regulations.  Rules and regulations adopted by the 
Community Access Organization shall govern the use of Public Channel time, 
equipment, facilities, and other services.  Such rules and regulations shall ensure that:  
(i) the Public Channels shall be available for the purposes set forth in Section 4.1.05 
hereof; (ii) at least a portion of the capacity on the Public Channels shall be available for 
use by the general public on a first come, first served, nondiscriminatory basis, subject to 
appropriate time, place and manner requirements and no charges shall be imposed for 
Channel time or playback of prerecorded programming on such Channels; and 
(iii) charges, if any, for production costs shall be set at the lowest reasonable level 
necessary to cover the Community Access Organization's costs for the provision of such 
services.  Such rules and regulations may be modified by the Community Access 
Organization during the term of this Agreement.  The Commissioner may review and 
may modify or establish such rules to ensure compliance with the provisions of this 
Section 4.2.02.  A failure by the Community Access Organization to comply with such 
rules and regulations shall not constitute a default by the Company of this Agreement.
4.2.03	Replacement.  Unless otherwise agreed between the Company 
and the CAO in their grant agreement attached to Appendix D, the Company shall, 
throughout the term of this Agreement, be responsible for ensuring that all Access 
Channel equipment is replaced, as necessary, as promptly as possible and in no event 
later than ten (10) business days without providing adequate justification for such delay 
to the Commissioner, and, as applicable, the CAO such that such equipment continues to 
be useful for the function(s) for which it is intended, provided, however, that the 
Company shall only be responsible for replacement of equipment due to normal wear, 
and shall not be responsible to replace such equipment where such replacement is 
necessitated by gross negligence or intentional misuse. 
4.2.04	Ratings.  The Company shall promptly provide (A)(i) to the 
City copies of any ratings information it obtains concerning viewership of Access 
Channels or Services provided on Access Channels, and (ii) to the Community Access 
Organization copies of any ratings information it obtains concerning viewership of Public 
Channels; and (B)(i) to the City results and analyses of that portion of any Subscriber 
surveys conducted by or at the request of the Company which deal with programming on 
Access Channels or Services provided on Access Channels, and (ii) to the Community 
Access Organization copies of results and analyses of that portion of any Subscriber 
survey conducted by or at the request of the Company which deal with programming on 
Public Channels, provided, however, that with respect to any such ratings and results and 
analyses, the Company shall redact any personally identifiable information prior to 
providing such information to the City and/or the Community Access Organization, as 
applicable.
4.3	Institutional Network.
4.3.01	Capital Grant.  The Company's obligations with respect to the 
Institutional Network shall be in accordance with Appendix E to this Agreement.
4.3.02	Use.  The Institutional Network may be used for public, 
educational and governmental use for the provision of Cable Services and Noncable 
Services.  The City may utilize the Institutional Network for use by educational, 
governmental and institutional entities as a means to develop and distribute municipal 
services to the public over the Subscriber Network, to develop plans for, test, and 
implement the use of Cable Communications Systems, including the System, as an 
integral part of the City's operations, and for any other lawful purpose.  The parties 
acknowledge that the Institutional Network is not intended to be a residential Subscriber 
network and is not intended to entitle the City to sell or otherwise transfer capacity, such 
as data transmission services, on the Institutional Network to third parties as a 
commercial enterprise.
4.3.03	Institutional Cable Fund.  In addition to and not lieu of the 
grant provided for in Appendix E, the Company and the City agree that funds existing as 
of the date hereof in the Institutional Cable Fund established in accordance with the 
Existing Franchise may be used and spent by the City, at the direction of the 
Commissioner, for construction, use and/or support of the Institutional Network, 
consistent with Section 4.3.02 hereof.
1.4	Other Public Services
4.4.01	Services for Physically Challenged Persons.  The Company 
shall comply with all applicable federal, state and local laws regarding accessibility of 
Services to handicapped persons.
4.4.02	Emergency Alert System.  To the extent not prohibited by 
applicable law, in the event of an emergency, as determined by the Mayor, the Mayor 
may order that Signals being distributed over the System shall be interrupted for the 
delivery of appropriate Signals necessitated by such emergency.  The procedures for such 
emergency alert system shall be determined as set forth in Appendix A to this 
Agreement.
4.4.03	Services to Municipal and Other Facilities.  The Company 
shall provide Services to the municipal and other facilities specified in Appendix F to this 
Agreement under the conditions set forth in said Appendix.
Section 5	
FEES AND CHARGES
5.1	General Requirement.  No fee, charge, deposit, or associated term or 
condition shall be imposed by the Company or any Affiliated Person for any Service 
which is inconsistent with the requirements of 47 U.S.C.   543 (or any successor thereto) 
and the rules and regulations issued in connection therewith.  A schedule of the 
Company's fees, charges, deposits, terms and conditions as of the Effective Date is set 
forth in Appendix C to this Agreement.
5.2	Notice of Change.  Not less than thirty (30) days prior to the effective date 
of any change in any such fee, charge, or deposit (other than changes which solely reduce 
fees, charges or deposits with no corresponding reduction in or replacement of Services 
or Service Related Activities), the Company shall provide written notice of such change 
to the Commissioner, the Comptroller and the Borough President.  The Company shall 
further provide notice of such change to each Subscriber using any reasonable written 
means at its sole discretion.  The Company shall not be required to provide prior notice 
of any rate change that is the result of a regulatory fee, franchise fee or any other fee, 
tax, 
assessment, or charge of any kind imposed by any Federal agency, the State of New 
York, or the City or any transaction between the Company and the Subscriber.  The 
Company shall not make any change in any such fee, charge or deposit unless it has 
provided the notice required by this Section 5.2 and any other documentation or notice 
required by applicable law and regulation.
5.3	No Discrimination.  Except to the extent permitted pursuant to Federal 
law that preempts local regulation of such discrimination (or upon prior approval of the 
Commissioner upon a petition from the Company if permitted under Federal law but 
where there is no preemption), the Company shall not discriminate among Subscribers, 
including Residential and Non-Residential Subscribers, of any Service with respect to 
any fee, charge, deposit, or other term or condition respecting any Service, provided that 
this requirement shall not prevent the use of:  (i) different charges for Residential 
Subscribers than for Non-Residential Subscribers; (ii) short-term sales promotions and 
other short-term discounts or reduced charges; (iii) bulk rates pursuant to Section 5.4 
hereof; (iv) other special discounts or reduced charges to identifiable classes of 
Subscribers or potential Subscribers to the extent approved by the Commissioner 
pursuant to Section 5.4 hereof; (v) to the extent applied on a nondiscriminatory basis, 
normal credit practices and practices designed to prevent unauthorized reception of any 
Service or to protect Company property, to the extent consistent with Appendix I to this 
Agreement; (vi) different charges among Non-Residential Subscribers; or (vii) discounts 
or promotions in response to geographically confined competition from another 
multichannel video  programming distributor, to the extent permitted by applicable law.  
Every six (6) months after the Effective Date, the Company will report to the 
Commissioner, with copies to the City's Corporation Counsel, the Comptroller and the 
Borough President, about the discounts and promotions it has adopted or used during the 
preceding six (6) months, together with a certification (together with other information 
reasonably requested by the City) from the Company and nationally recognized outside 
counsel to the Company demonstrating to the satisfaction of the Commissioner and the 
City's Corporation Counsel, in their reasonable discretion, that the foregoing discounts 
and promotions are consistent with applicable law and this Agreement.  The Company's 
report and the City's review of same shall be structured to preserve the confidentiality of 
the Company's confidential information to the maximum extent permitted by law.
5.4	Discounts.  Except as provided in Section 5.3 hereof, all fees, charges, 
deposits and associated terms and conditions imposed by the Company with respect to 
any Subscriber shall be nondiscriminatory, provided, however, that, (i) the Company may 
utilize bulk rate arrangements to the extent permitted by federal law or regulation, and 
(ii) subject to the prior written approval of the Commissioner, other special discounts or 
reduced charges for identifiable classes of Subscribers pursuant to Section 5.3(iii).  The 
Commissioner may approve such other special discounts or charges (referred to herein as 
"Discounts") if the Commissioner finds that they are designed to meet the public interest.  
In order to initiate such Discounts, the Company must submit a written plan to the 
Commissioner detailing the terms of the Discounts, and describing the common 
characteristics of the Subscribers who will receive such Discounts under the plan.  In 
connection with such Discounts, the Company shall ensure that no Residential Subscriber 
is charged any fee, charge or deposit for Services in excess of those permitted by 
applicable law or regulation or set forth in the most recent Cable Services and Rate 
Report.
5.5	Hearing Impaired.  The Company shall provide equipment which 
facilitates the reception of Services by hearing impaired individuals or information about 
the availability of such equipment.
5.6	Subsequent Changes.  To the extent that applicable law may in the future 
permit the City to regulate fees, charges, deposits and the terms and conditions with 
respect thereto to an extent greater than currently provided in the Cable Act, the 
Commissioner may make reasonable rules and regulations governing fees, charges, 
deposits and terms and conditions with respect thereto in accordance with Section 15 of 
this Agreement.  In making such rules and regulations, the Commissioner shall take into 
account whether the substantive changes made by such rules and regulations (as opposed 
to any additional regulatory burden) would have a significant economic impact on the 
ability of the Company to earn a reasonable rate of return in connection with its operation 
of the Company and shall also take into account the Company's rate of return prior to any 
new rules and regulations; if the Commissioner determines that such rules and 
regulations would have such impact, then the Commissioner and the Company shall 
engage in good faith negotiations to adjust the provisions of this Agreement so as to put 
the parties in a position reasonably equivalent to that which existed immediately prior to 
the imposition of such rules and regulations, to the maximum extent consistent with said 
rules and regulations.
5.7	No External Costs.  The Company agrees not to pass through to 
Subscribers as external costs (i) amounts, money, facilities, equipment and other 
contributions for capital support for Governmental Access provided for in this 
Agreement, (ii) money, facilities, equipment and other contributions for capital support 
for the Institutional Network provided for in this Agreement and (iii) the costs of legal 
and other consulting services incurred by the Company or incurred by the City and 
reimbursed by the Company pursuant to this Agreement.  In addition, the fact that the 
Upgrade is a requirement in this Agreement is not intended to, and shall not, give the 
Company any independent rights to pass through as external costs the capital costs 
associated with the Upgrade, provided that the foregoing is not intended to waive any 
other rights or positions the Company may have with respect to passing through the 
capital costs associated with the Upgrade as external costs.
Section 6	
CONSTRUCTION AND TECHNICAL REQUIREMENTS
6.1	Upgrade Obligations.  The Company shall upgrade the System to a 
capacity of at least 860 MHz, or such other upgrade of the System offering at least 
equivalent benefits to the City and Subscribers as such an 860 MHz system, as may be 
approved by the City in its sole discretion.  Such upgrade shall begin in 1999 and shall be 
completed by December 31, 2003 pursuant to a schedule to be approved by the City on or 
before June 30, 1999 or such other date(s) as may be required pursuant to 9 NYCRR 
 595.1, and subject to Section 16.5 hereof.
6.2	General Requirement.  The Company agrees to comply with each of the 
terms set forth in this Section 6 and Appendix B to this Agreement governing 
construction and technical requirements for any construction, operation, repair, 
maintenance and upgrade of the System, in addition to any other requirements or 
procedures reasonably specified by the Commissioner and consistent with this 
Agreement.
6.3	Quality.  All work involved in the construction, operation, maintenance, 
repair, upgrade, and removal of the System shall be performed in a safe, thorough and 
reliable manner using materials of good and durable quality.  If, at any time, it is 
determined by the City or any other agency or authority of competent jurisdiction that 
any part of the System, including, without limitation, any means used to distribute 
Signals over or within the System, is harmful to the health or safety of any Person, then 
the Company shall, at its own cost and expense, promptly correct all such conditions.
6.4	Licenses and Permits.  The Company shall have the sole responsibility for 
diligently obtaining, at its own cost and expense, all permits, licenses, or other forms of 
approval or authorization necessary to construct, operate, maintain, repair or upgrade the 
System, or any part thereof, prior to commencement of any such activity.
6.5	New Grades or Lines.  If the grades or lines of any Street within the 
District are changed at any time during the term of this Agreement, then the Company 
shall, at its own cost and expense and upon the request of the City, protect or promptly 
alter or relocate the System, or any part thereof, so as to conform with such new grades 
or lines.  In the event that the Company refuses or neglects to so protect, alter, or 
relocate 
all or part of the System, the City shall have the right to break through, remove, alter, or 
relocate all or any part of the System without any Liability to the Company and the 
Company shall pay to the City the costs incurred in connection with such breaking 
through, removal, alteration, or relocation.
6.6	Protect Structures.  In connection with the construction, operation, 
maintenance, repair, upgrade, or removal of the System, the Company shall, at its own 
cost and expense, protect any and all existing structures belonging to the City and all 
designated landmarks, as well as all other structures within any designated landmark 
district.  The Company shall obtain the prior approval of the City before altering any 
water main, sewerage or drainage system, or any other municipal structure in the Streets 
required because of the presence of the System in the Streets.  Any such alteration shall 
be made by the Company, at its sole cost and expense, and in a manner prescribed by the 
City.  The Company agrees that it shall be liable, at its own cost and expense, to replace 
or repair and restore to serviceable condition, in a manner as may be specified by the 
City, any Street or any municipal structure involved in the construction, operation, 
maintenance, repair, upgrade or removal of the System that may become disturbed or 
damaged as a result of any work thereon by or on behalf of the Company pursuant to this 
Agreement.
6.7	No Obstruction.  In connection with the construction, operation, 
maintenance, repair, upgrade, or removal of the System, the Company shall not obstruct 
the Streets, subways, railways, passenger travel, river navigation, or other traffic to, 
from, 
or within the District without the prior consent of the appropriate authorities.
6.8	Movement of Wires.  The Company shall, upon prior written notice by the 
City or any Person holding a permit to move any structure, temporarily move its wires to 
permit the moving of said structure.  The Company may impose a charge on any Person 
other than the City for any such movement of its wires.
6.9	Safety Precautions.  The Company shall, at its own cost and expense, 
undertake all necessary and appropriate efforts to prevent accidents at its work sites, 
including the placing and maintenance of proper guards, fences, barricades, watchmen, 
and suitable and sufficient lighting.
6.10	Performance Bond.
6.10.01	Establishment.  To guarantee the timely construction of any 
upgrade required by this Agreement, to ensure that the operation of the System continues 
in an orderly and uninterrupted manner in the event of a default by the Company, and for 
the other purposes specified in Section 6.10.03 hereof, the Company shall arrange for, 
and shall maintain throughout the term of this Agreement, a performance bond solely for 
the protection of the City, with a corporate surety and trust company acceptable to the 
Comptroller, as provided in Sections 6.10.02 through 6.10.05 hereof.
6.10.02	Amount.  The amount of the performance bond shall be in a 
face amount of not less than One Million Dollars ($1,000,000).  Such bond shall remain 
in effect during the term of this Agreement and such later date as provided in 
Section 2.2.04 hereof.
6.10.03	Indemnification.  The performance bond shall indemnify the 
City, up to the full face amount of the bond, for:  (i) the cost to continue any upgrade of 
the System in the District and to maintain operation of the System following a 
termination of this Agreement up to the date upon which the face amount of the bond, 
plus all net revenue actually received through the continued operation of the System 
during said period, have been exhausted; (ii) any loss or damage to any municipal 
structure during the course of any construction of the System; (iii) any other costs, or loss 
or damage actually incurred by the City as a result of the Company's failure to perform its 
obligations pursuant to this Agreement; and (iv) the removal of all or any part of the 
System from the Streets; provided, however, that the City may not seek recourse against 
such bond for any costs or damages for which the City has previously been compensated 
through a withdrawal from the Security Fund or otherwise by the Company.
6.10.04	Form.  The initial performance bond shall be in a form 
approved by the Comptroller and shall be furnished to the Comptroller on or before the 
Closing.  Such initial bond and the replacement bond shall contain the following 
endorsement:  "It is hereby understood and agreed that this bond may not be cancelled or 
not renewed by the surety nor the intention to cancel or not to renew be stated by the 
surety until at least ninety (90) days' written notice to the City of surety's intention to 
cancel or not renew this bond."
6.10.05	Not a Limit on Liability.  The faithful performance by and the 
Liability of the Company pursuant to this Agreement shall not be limited by the 
acceptance of the bond required by this Section 6.10.
6.11	Technical Requirements.
6.11.01	Testing Procedures; Technical Performance.  Throughout the 
term of this Agreement, the Company shall operate and maintain the System in 
accordance with the FCC's technical performance standards and testing requirements to 
be determined by the City after consultation with the Company.  Without limiting the 
foregoing, the City shall have the right, after consultation with the Company, to 
determine reasonable testing standards for portions of the System using digital 
technology or providing Services other than the analog Channels to be provided pursuant 
to this Agreement, which testing standards shall be in accordance with any applicable 
FCC standards (if the FCC has not adopted any such standards, the City shall consider 
whether the FCC expressly intended that municipalities not adopt such testing standards).  
The Company shall give prior written (or oral, if the Commissioner approves) notice to 
the Commissioner or his designee of any scheduled System test performed in accordance 
with Appendix A so that the City may arrange to have an engineer observe the Company's 
engineer or other Person performing such test.
6.11.02	Engineer; Technicians.  The Company shall employ an 
individual with appropriate engineering experience and expertise, and a service and 
repair force of competent technicians capable of maintaining the System in accordance 
with Appendix A hereto.
6.11.03	Interconnection.  The Company shall construct, operate, 
maintain and upgrade the System such that it is capable of transmitting and receiving 
Signals to and from any other Cable Communications Systems or Open Video Systems 
(defined in 47  U.S.C.   573 and rules promulgated thereunder) in the City, the New 
York Metropolitan Area, the State of New York, and elsewhere in the United States, and, 
at the request of the Commissioner, to the extent Economically and Technically Feasible 
and Viable, outside the United States.  With respect to connection with cables or cable 
systems outside the City, the Company shall not be required to incur costs beyond those 
associated with the normal transmission from and receipt of Signals to and from the 
Company's facilities.
6.11.04	Testing Vehicle and Equipment.  In order to enable the 
Company to test the ability of the System to perform in accordance with Exhibit 1 to 
Appendix A to this Agreement, the Company shall secure and continuously maintain:  
(i) all necessary testing and monitoring equipment as specified in Exhibit 4 to 
Appendix A to this Agreement, or its equivalent; (ii) any other equipment necessary to 
monitor the performance of the System; and (iii) a mobile testing vehicle capable of 
containing and having all such equipment installed therein promptly, and which shall be 
used for the purpose of such tests.

Section 7	
EMPLOYMENT AND PURCHASING
7.1	Right To Bargain Collectively.  The Company shall recognize the right of 
its employees to bargain collectively through representatives of their own choosing in 
accordance with applicable law.  The Company shall recognize and deal with the 
representatives duly designated or selected by the majority of its employees for the 
purpose of collective bargaining with respect to rates of pay, wages, hours of 
employment, or any other terms, conditions, or privileges of employment.  The Company 
shall not dominate, interfere with, participate in the management or control of, or give 
financial support to any union or association of its employees.
7.2	No Discrimination.  The Company shall not:  (i) refuse to hire, train, or 
employ; (ii) bar or discharge from employment; or (iii) discriminate against any 
individual in compensation, hours of employment, or any other term, condition, or 
privilege of employment, including, without limitation, promotion, upgrading, demotion, 
downgrading, transfer, layoff, and termination, on the basis of race, creed, color, national 
origin, sex, age, handicap, marital status, affectional preference or sexual orientation in 
accordance with applicable law.  The Company agrees to comply in all respects with all 
applicable federal, state and local employment discrimination laws and requirements 
during the term of this Agreement.  
7.3	Local Employment.  The Company shall, at its own cost and expense, 
develop and maintain a plan for the recruitment, education, training, and employment of 
residents of the City, with a preference for City residents, for the opportunities to be 
created by the construction, operation, maintenance and upgrade of the System.  Such 
recruitment activities shall include provisions for the posting of employment and training 
opportunities at appropriate City departments or agencies responsible for encouraging 
employment of City residents.  Such plan shall be designed so as to ensure the promotion 
of equal employment opportunity for all qualified Persons employed by, or seeking 
employment with, the Company.  Upon request of the Commissioner, the Company shall 
submit such plan to the Division of Labor Services of the City for its review and approval 
and to the Commissioner, which plan shall be updated from time to time as reasonably 
necessary.  The Company shall, throughout the term of this Agreement, implement such 
plan, at its own cost and expense, by ensuring, to the maximum feasible extent, the 
recruitment, education, training, and employment of City residents, to the extent 
permissible under applicable law.
7.4	City Vendors.  To the maximum feasible extent under applicable law, and 
with due regard to price and quality considerations, the Company shall utilize vendors 
located in the City in connection with the construction, operation, maintenance and 
upgrade of the System.  The Company shall, in the purchase of comparable materials, 
equipment, or supplies of any nature, give effect to a preference for such items which are 
assembled, manufactured, or otherwise produced, in whole or in part, within the City.  
Upon request of the Commissioner, the Company shall submit a written plan describing 
how the Company is complying with the requirements of this Section 7.4 to the Director 
of the Division of Economic and Financial Opportunity of the City's Department of 
Business Services and shall submit a copy of such plan to the Commissioner for the 
Commissioner's review and approval.  Such plan shall be updated from time to time as 
reasonably necessary throughout the term of this Agreement.
7.5	Local Law Requirements.  The Company agrees to comply in all respects 
with the provisions of the Mayor's Executive Order No. 50 (April 25, 1980) (codified at 
Title 10 Sections 1-14 of the Rules of the City of New York) and City Administrative 
Code 6-108.1 (1984) and all rules and regulations promulgated thereunder (collectively, 
the "EEO Requirements"), as such EEO Requirements may be amended, modified or 
succeeded throughout the term of this Agreement.  Notwithstanding the fact that the EEO 
Requirements do not apply on their face to the Company as a franchisee of the City, the 
Company shall comply in all respects with the provisions of such EEO Requirements and 
successor and replacement laws, orders and regulations adopted following the date of this 
Agreement.  As required by said Executive Order No. 50, the provisions of sections 50.30 
and 50.31 of the Final Rule implementing said Order are incorporated herein by this 
reference.
7.6	Enforcement.  The Company shall take steps to ensure that the 
requirements of this Section 7 are adhered to by each union with which the Company 
deals, each officer, employee, agent, contractor or subcontractor of the Company, and 
each other Person performing work pursuant to this Agreement for, on behalf of, or at the 
direction of, the Company.  The requirements of this Section 7 shall apply to every 
material contract between the Company and:  (i) any union; (ii) any contractor; (iii) any 
subcontractor; or (iv) any Person with which any of the foregoing Persons has a 
relationship in connection with any aspect of the System.  To comply with the obligations 
of this Section 7.6, the Company shall include, in all contracts described in the foregoing 
sentence which are entered into following the Effective Date of this Agreement (which 
shall include any renewals, amendments and modifications of existing contracts), the 
following language, stating that such party:  "has received a copy of Section 7 of a certain 
agreement by and between the City of New York and Cablevision Systems New York 
City Corporation granting to Cablevision Systems New York City Corporation a 
nonexclusive franchise to construct, operate, maintain and upgrade a cable television 
system in the borough of Brooklyn and dated as of October 8, 1998, and agrees to comply 
with each term, condition and requirement of Section 7 of such agreement, which terms, 
conditions and requirements are deemed to be incorporated herein by this reference."  
The term "material contract" as used herein shall refer to any contract in excess of Fifty 
Thousand Dollars ($50,000).
Section 8	
ADDITIONAL SUBSCRIBER RIGHTS
8.1	Consumer Protection Standards.  The Company agrees to comply in all 
respects with the requirements of the consumer protection standards set forth in 
Appendix I to this Agreement.
8.2	Privacy Protection.
8.2.01	Scope.  The Company shall operate the System in a manner that 
protects against invasions of any Person's privacy.  In addition to the provisions of this 
Section 8 governing privacy, the Company shall comply with the provisions of 
Section 631 of the Cable Act (47 U.S.C.   551) and any other applicable law, including 
any additional local standards established in accordance with applicable law.
8.2.02	Information to City.  The Company shall cooperate with the City 
so as to ensure the City's ability to enforce the terms and conditions of this Agreement 
and, upon the City's request, shall provide subscriber information requested by the City, 
to the extent the provision of such information does not violate the Cable Act.
8.2.03	No Interference.  The Company shall not interfere with the ability 
of each Subscriber to utilize his or her television receiver for any normal purpose.
Section 9	
COMPENSATION AND OTHER PAYMENTS
9.1	Compensation.
9.1.01	Franchise Fees.  As compensation for the franchise, the Company 
shall pay to the City an amount equal to five percent (5%) of the Company's Gross 
Revenue, with due allowance for a deduction in the amount of the payment currently 
paid by the Company to the PSC in accordance with state law as in effect on the date of 
this Agreement.  All such payments pursuant to this Section 9.1.01 shall be made on a 
quarterly basis and shall be remitted simultaneously with the submission of the 
Company's quarterly report required pursuant to Section 9.1.02 hereof.
9.1.02	Payment Due.  The Company shall submit to the Department of 
Finance, with a copy to the Comptroller and the Commissioner, a report, in such form 
and containing such detail as the Comptroller shall require, not later than thirty (30) days 
after the last day of each March, June, September, and December throughout the term of 
this Agreement setting forth the Gross Revenue for the quarter ending on said last day of 
such month.  In the event of any transfer of the System to any Person pursuant to this 
Agreement, the Company shall remit to the City the balance due of the payment required 
by Section 9.1.01 as of the date of the transfer as a condition to the approval of any such 
transfer.
9.1.03	Reservation of Rights.  No acceptance of any such payment by the 
City shall be construed as an accord and satisfaction that the amount paid is in fact the 
correct amount, nor shall such acceptance of any payment be construed as a release of 
any claim that the City may have for further or additional sums payable under the 
provisions of this Agreement.  All amounts paid shall be subject to audit and 
recomputation by the City.
9.1.04	Ordinary Business Expense.  Nothing contained in this Section 9.1 
or elsewhere in this Agreement shall prevent the Company or any Affiliated Person from 
treating the compensation and other payments that it, they, or either of them, may pay 
pursuant to this Agreement as an ordinary expense of doing business and, accordingly, 
from deducting such payments from gross income in any City, state, or federal income 
tax return.
9.1.05	Payments To Be Made to City.  If the Company collects from 
Subscribers any amounts to be paid to any Person for the provision of Services on the 
System, the Company shall deduct five percent (5%) from such amounts and include 
such deducted amounts in its payment to the City pursuant to Section 9.1.01 hereof and 
include such payments in its report pursuant to Section 9.1.02 hereof.  If any Person other 
than the Company directly collects such amounts from Subscribers that would constitute 
Gross Revenue if received directly by the Company, the Company shall include in its 
contract, or other arrangement with such Person, a provision (which must be approved in 
advance by the Commissioner) which provides that such Person shall remit to the City on 
a quarterly basis an amount equal to five percent (5%) of such amounts collected from 
Subscribers, together with a quarterly report similar in form and content to the report 
referred to in Section 9.1.02 hereof, and that the City may enforce such provision directly 
against such Person, but shall have no right of action against the Company for a breach of 
such provision by such Person.  
9.2	Other Payments.
9.2.01	Renewal Costs.  In accordance with the letter agreement between 
the City and the Company dated November 7, 1997, at or prior to the Closing and as a 
condition precedent to the Closing, the Company shall arrange to pay to the City, in a 
manner acceptable to the Commissioner, certain costs incurred by the City for the 
services and expenses of third parties (including, but not limited to, attorneys and other 
consultants), in connection with the preparation, negotiation and execution of this 
franchise to the extent such amount has not been previously paid.  The payments made 
pursuant to this Section 9.2 shall not be deemed to be "franchise fees" within the 
meaning of Section 622 of the Cable Act (47 U.S.C.   542), and such payments shall not 
be deemed to be:  (i) "payments-in-kind" or involuntary payments chargeable against the 
compensation to be paid to the City by the Company pursuant to Section 9.1 hereof, or 
(ii) part of the compensation to be paid to the City by the Company pursuant to 
Section 9.1 hereof.
9.2.02	Intentionally Deleted.
9.2.03	Future Costs.  The Company shall pay to the City an amount equal 
to the reasonable costs and expenses which the City incurs for the services of third parties 
(including, but not limited to, attorneys and other consultants) in connection with any 
renegotiation, transfer, amendment or other modification of, this Agreement or the 
franchise (where such action is initiated by the Company or an Affiliated Person), or 
request or application therefor, at such time and in such manner as the Commissioner 
shall specify.  Payments of such costs and expenses shall not be deemed to be "franchise 
fees" within the meaning of Section 622 of the Cable Act (47 U.S.C.   542), and such 
payments shall not be deemed to be (i) "payments-in-kind" or involuntary payments 
chargeable against the compensation to be paid to the City by the Company pursuant to 
Section 9.1 hereof, or (ii) part of the compensation to be paid to the City by the Company 
pursuant to Section 9.1 hereof.
9.2.04	Future Renewal Costs.  The Company shall pay to the City an 
amount equal to the reasonable costs and expenses which the City incurs for the services 
of third parties (including, but not limited to, attorneys and other consultants) in 
connection with any renewal of this Agreement or the franchise granted herein.  In 
connection with any such renewal, the City and the Company shall engage in good faith 
negotiations as to whether such reimbursements by the Company in connection with such 
renewal should be deemed to be "franchise fees" within the meaning of the Cable Act 
(47 U.S.C.   542) such that such reimbursements should be deemed part of the 
compensation to be paid to the City by the Company for the franchise pursuant to any 
such renewal agreement.  The City and the Company agree that there shall be no 
presumption as to whether or not such reimbursements shall be deemed to be "franchise 
fees" or otherwise part of the compensation to be paid to the City by the Company for the 
franchise.
9.3	Not Franchise Fees.  The Company expressly acknowledges and agrees 
that:
(i)	Except for the payments expressly required by Section 9.1 hereof, 
none of the payments or contributions made by, or the Services, equipment, 
facilities, support, resources, or other activities to be provided or performed by 
the Company at the direction of the City or otherwise pursuant to this Agreement, 
or otherwise in connection with the construction, operation, maintenance or 
upgrade of the System (including specifically, but not by way of limitation, such 
payments, contributions, Services, equipment, facilities, support, resources, or 
other activities as described in or provided for in Sections 3.9.04, 4, 6.3, 6.4, 6.5, 
6.6, 6.8, 6.9, 6.10, 6.11.03, 6.11.04, 7.3, 9.2, 10.3, 10.4, 11.5, 13.1, 13.2, 14.2, 
14.3, 14.4, 14.6, 14.7, 15 and 16.7 hereof and in Appendices A, B, D, E, F, I and J 
to this Agreement) are franchise fees chargeable against the compensation 
payments to be paid to the City by the Company pursuant to Section 9.1 hereof; 
and
(ii)	As applicable, except for the compensation payments expressly 
required by Section 9.1 hereof, each of the payments or contributions made by, or 
the Services, equipment, facilities, support, resources, or other activities to be 
provided by the Company, are within the exclusions from the term "franchise fee" 
set forth in Section 622(g)(2) of the Cable Act (47 U.S.C.   542(g)(2)); and
(iii)	The compensation payments due from the Company to the City 
pursuant to Section 9.1 hereof, shall take precedence over all other payments, 
contributions, Services, equipment, facilities, support, resources, or other 
activities to be paid or supplied by the Company pursuant to this Agreement; and
(iv)	The compensation and other payments to be made pursuant to this 
Section 9 of this Agreement shall not be deemed to be in the nature of a tax, and 
shall be in addition to any and all taxes of general applicability or other fees or 
charges which the Company or any Affiliated Person shall be required to pay to 
the City or to any state or federal agency or authority, all of which shall be 
separate and distinct obligations of the Company and Affiliated Persons; and
(v)	Neither the Company nor any Affiliated Person shall have or make 
any claim for any deduction or other credit of all or any part of the amount of the 
compensation or other payments to be made pursuant to this Agreement from or 
against any City or other governmental taxes of general applicability (including 
any such tax, fee, or assessment imposed on both utilities and cable operators or 
their services but not including a tax, fee, or assessment which is unduly 
discriminatory against cable operators or cable subscribers or income taxes) or 
other fees or charges which the Company or any Affiliated Person is required to 
pay to the City or other governmental agency; and
(vi)	Neither the Company nor any Affiliated Person shall apply or seek 
to apply all or any part of the amount of the compensation or other payments to be 
made pursuant to this Agreement as a deduction or other credit from or against 
any City or other government taxes of general applicability (other than income 
taxes) or other fees or charges, each of which shall be deemed to be separate and 
distinct obligations of the Company and Affiliated Persons; and
(vii)	Neither the Company nor any Affiliated Person shall apply or seek 
to apply all or any part of the amount of any City or other governmental taxes or 
other fees or charges (except those paid to the PSC and referred to in Section 
9.1.01 hereof) of general applicability (including any such tax, fee, or assessment 
imposed on both utilities and cable operators or their services but not including a 
tax, fee, or assessment which is unduly discriminatory against cable operators or 
cable subscribers) as a deduction or other credit from or against any of the 
compensation or other payments to be made pursuant to this Agreement, each of 
which shall be deemed to be separate and distinct obligations of the Company and 
Affiliated Persons; and
(viii)	The Company expressly relinquishes and waives its right to a 
deduction or other credit pursuant to Section 626 of the New York State Real 
Property Tax Law or any successor or amendment thereto; and
(ix)	In the event that the Company or any Affiliated Person applies or 
seeks to apply all or any part of the amount of said compensation payments as a 
deduction or other credit from or against such City or other governmental taxes of 
general applicability or other fees or charges, or in the event that the Company or 
any Affiliated Person applies or seeks to apply all or any part of the amount of 
such taxes or other fees or charges as a deduction or other credit from or against 
said compensation obligations, regardless of whether any court, agency, or 
official of the City, any state, or the federal government sustains the validity or 
propriety of said deductions or other credits, then, in any such event, the City may 
terminate this Agreement for cause due to a material breach, pursuant to 
Section 14.4 hereof without any Liability or compensation to the Company or any 
Affiliated Person.
9.4	Interest on Late Payments.  In the event that any payment required by this 
Agreement is not actually received by the City on or before the applicable date fixed in 
this Agreement, interest thereon shall accrue from such date at a rate equal to the then 
prevailing prime rate of interest charged by the Chase Manhattan Bank (or other national 
bank selected by the Comptroller) (the "Prime Rate") for commercial loans, plus four 
percent (4%) per annum, such rate to be compounded daily, except as provided in 
Section 14.3 hereof with respect to a withdrawal from the Security Fund.  
Notwithstanding the foregoing, in the event additional sums are determined to be owed to 
the City by the Company and such amounts owed were not paid due to a good faith 
dispute as to whether such amounts were owed, such sums owed shall accrue interest 
only at the Prime Rate. 
9.5	Method of Payment.  All payments by the Company to the City pursuant 
to this Agreement shall be made to the Department of Finance of the City and shall be 
delivered to the office designated therefor by such Department, provided that the 
payment required by Section 14.2 hereof shall be paid to the Comptroller and shall be 
delivered to the office designated therefor by the Comptroller.
9.6	Continuing Obligation.  In the event the Company continues to operate all 
or any part of the System after the term of this Agreement, then in addition to its 
obligations pursuant to Section 2.2.04 of this Agreement, the Company shall continue to 
comply with all applicable provisions of this Agreement, including, without limitation, 
all compensation and other payment provisions of this Agreement, throughout the period 
of such continued operation, provided that any such continued operation shall in no way 
be construed as a renewal or other extension of this Agreement or the franchise granted 
pursuant to this Agreement. 
Section 10	
OVERSIGHT AND REGULATION
10.1	Oversight.  The City shall have the right to oversee, regulate, and 
periodically inspect the construction, operation, maintenance and upgrade of the System, 
and all parts thereof, in accordance with the provisions of this Agreement.  The Company 
shall establish and maintain managerial and operational standards, procedures, records 
and controls to enable the Company to be, at all times throughout the term of this 
Agreement, in compliance with each term and condition of this Agreement and to 
ascertain promptly any failure to be in compliance with each such term or condition.  
Notwithstanding the foregoing provision, but subject to Section 10.5.03 with respect to 
documents pertaining to financial matters, the Company need not retain such records 
after six (6) years following their creation, unless the Commissioner otherwise directs.
10.2	City Reservation of Authority.  The City, including the Commissioner, 
reserves the right to adopt or issue such rules, regulations, orders, or other directives 
governing the Company or the System as it shall find necessary or appropriate in the 
exercise of its police power, and the Company expressly agrees to comply with all such 
rules, regulations, orders, or other directives, provided that such orders by the 
Commissioner are not materially in conflict with the provisions of this Agreement and do 
not impose new, additional, material obligations on the Company not expressly 
contemplated by this Agreement.  In addition, the Commissioner may, from time to time, 
issue such orders governing the Company or the System as the Commissioner shall find 
necessary or appropriate pursuant to and in furtherance of the purposes of this 
Agreement, provided that such orders by the Commissioner are not materially in conflict 
with the provisions of this Agreement and do not impose new, additional, material 
obligations on the Company not expressly contemplated by this Agreement and the 
Company expressly agrees to comply with all such rules, regulations, orders, or other 
directives.  No rule, regulation, order, or other directive issued pursuant to this 
Section 10.2 shall constitute an amendment to this Agreement. 
10.3	Periodic Evaluation and Hearings.
10.3.01	Compliance Report.  In accordance with Section 10.3.02 
hereof, the Company shall submit a report, in reasonable detail, specifically addressing, 
at a minimum, the following areas, and shall state in such report whether there has been 
any substantial change from information or plans regarding such areas from that 
previously provided to the City:
(i)	compliance with, and any modification necessary with respect to, 
the financial plan required by Section 16.9.03 hereof;
(ii)	compliance with the requirements regarding System characteristics 
and technical performance and testing requirements, as provided in Appendix A 
to this Agreement;
(iii)	compliance with any plans or specifications submitted by the 
Company in connection with the construction terms, schedule, and sequence for 
construction of System upgrades, as provided in Section 6 hereof and Appendix B 
to this Agreement;
(iv)	compliance with the Company's Leased Channel plan, as provided 
in Section 3.7.02 hereof, including, without limitation, the availability and use of 
Leased Channel time;
(v)	compliance with the Company's interconnection requirements, as 
provided in Section 4.1.03 hereof;
(vi)	compliance with all requirements related to support for Public and 
Governmental Channels, as provided in Sections 4.1 and 4.2 hereof and 
Appendices D and E to this Agreement;
(vii)	compliance with Section 4.3 and Appendix E to this Agreement;
(viii)	compliance with Section 4.4.01 hereof;
(ix)	compliance with the Company's employment and purchasing 
obligations, as provided in Section 7 hereof, including, without limitation, the 
plans required by Sections 7.3 and 7.4 hereof;
(x)	compliance with the privacy protection requirements of 
Section 8.2 hereof;
(xi)	compliance with the additional covenants set forth in Section 16.9 
hereof; and
(xii)	compliance with the consumer protection standards, as provided in 
Section 8.1 hereof and Appendix I to this Agreement.
10.3.02	Timing.  The Company shall submit to the Commissioner the 
report required by Section 10.3.01 hereof on the second, fifth and seventh anniversaries 
of the Effective Date of this Agreement.  The Commissioner may specify the form and 
content of any such report, provided that the failure of the Commissioner to so specify 
shall not relieve the Company of its obligation to submit such report to the Commissioner 
on the dates specified in the preceding sentence.  The Company shall also submit such 
report at such time to the Borough President and to the Chairperson of each of the 
Community Boards where the Company provides Services in the District.
10.3.03	Designated Officers and Employees.  Throughout the term of 
this Agreement, the President of the Company, or such other person(s) whom the 
President designates in writing to the Commissioner, shall be responsible for overseeing 
the Company's reporting obligations pursuant to this Agreement and for responding to the 
City's questions regarding the Company's compliance with the terms and conditions of 
this Agreement.  The President must, within ten (10) days of a change in any such 
designation, notify the Commissioner in writing of such change. 
10.4	Other Reports.
10.4.01	Additional Information.  In connection with the City's 
oversight, review or enforcement of the Company's compliance with any term or 
condition of this Agreement, upon the reasonable request of the Comptroller, the 
Borough President, or the Commissioner, the Company shall, subject to the provisions of 
Section 10.5.03 hereof with respect to proprietary information, promptly submit to the 
requesting party any information regarding the Company, its compliance with any term 
or condition of this Agreement, its business and operations, or those of any Affiliated 
Person, with respect to the System or its operation, any Service distributed over the 
System, or any Service Related Activity, in such form and containing such information as 
the requesting party shall specify with respect to the subject matter of this Agreement.  
The Company shall transmit to the City's computer system, upon request, via e-mail or by 
such other mutually acceptable method, all information the Commissioner is entitled to 
receive pursuant to this Agreement, including, without limitation, the information 
required by Appendix I to this Agreement and the information required by Sections 
3.2.02 and 3.2.03 of this Agreement, in order to enable the Commissioner to have 
computer access to such information.
10.4.02	Upgrade/Construction Progress Reports.  The Company shall 
submit to the Commissioner, the Comptroller and the Borough President quarterly 
progress reports describing, in detail, the construction and upgrade status of the System 
pursuant to Section 6.1 hereof and Appendix A.  All such reports including the report 
required pursuant to Section 6.1 hereof shall be submitted within thirty (30) after the end 
of each calendar quarter during the Upgrade.  Such reports shall be in addition to the 
Company's obligation pursuant to Section 6.1 hereof.
10.4.03	Financial Reports.  The Company shall submit to the 
Comptroller and the Commissioner, not later than three (3) months after the end of each 
annual fiscal period, with respect to the period just ended:  (i) a copy of the Company's 
Annual Financial Report submitted to the PSC with respect to the fiscal year; (ii) a copy 
of the Company's annual financial statements or other appropriate financial statements as 
reasonably determined by the Comptroller, which statements need not be audited but 
which shall be signed by the treasurer or chief financial officer of the Company and shall 
have been prepared in accordance with generally accepted accounting principles; and 
(iii) if requested by the Comptroller, which request shall not be made more frequently 
than every two (2) years throughout the term of this Agreement, an update of the 
financial plan required by Section 16.9.03 hereof.
10.4.04	Additional Filings.  Within thirty (30) days after the Company 
has received from or submitted to any municipal, state, county, or federal agency or 
official any material communication, public report, petition, or other filing which is in 
writing or is reduced to writing (in manual or computer form but not internal file 
memoranda) and which pertains to any material aspect of operations or the financial 
arrangements of the System or this Agreement or which in any way materially affects the 
System or any Service or the Company's representations and warranties set forth herein, 
but not including tax returns or other filings which are confidential, the Company shall 
submit to the Commissioner a copy of such material report, petition, or other 
communication.  A copy of each material response thereto, in writing or reduced to 
writing (in manual or computer form but not internal file memoranda), submitted to or 
received from such municipal, state, county, or federal agency or official by the 
Company, shall likewise be submitted promptly to the Commissioner and in no case later 
than thirty (30) days after its receipt.
10.4.05	Related Services Report.  The Company shall submit to the 
Commissioner a list of all Cable Services owned, controlled or operated, in whole or in 
part (excluding interests of less than ten percent (10%)), by the Company or any 
Affiliated Person (other than local origination services to Cable Communications 
Systems outside the City).  The first such report shall be submitted no later than the 
Closing and shall be updated annually as of the end of each calendar year and submitted 
no later than June 1 of the next calendar year.  Such updated report shall indicate any 
such Cable Service which is discontinued, any new Cable Service which is added, or any 
change in the extent of any of the Company's or any Affiliated Person's ownership 
interest in Control of any such Service.  The Commissioner may permit the Company to 
exclude information that would otherwise be required, upon a showing by the Company 
that inclusion of such information would be excessively burdensome in comparison to 
the relevance of the information.
10.4.06	Cable Services.  On an annual basis at the end of each calendar 
year, the Company shall provide to the Commissioner, the Comptroller and the Borough 
President, a written report providing an updated list of all programming services offered 
on the System, and a listing of all fees, charges, deposits, and associated terms and 
conditions for Services, and highlighting any changes to such information from the last 
such report.
10.5	Books and Records/Audit.
10.5.01	Books and Records.  Throughout the term of this Agreement, 
the Company shall maintain (subject to the last sentence in Section 10.1 hereof), either in 
the service center(s) required by Appendix I hereof or elsewhere within the City, or shall 
make available at such service center within two (2) business days after receipt of a 
request by the Comptroller or the Commissioner, for purposes of the City's oversight, 
review or enforcement of the Company's compliance with any term or condition of this 
Agreement, complete and accurate books of account and records of the business, 
ownership, and operations of the Company with respect to the System, its operation, any 
Service distributed over the System, and each Service Related Activity (or, with the 
approval of the Commissioner and the Comptroller in appropriate circumstances, such 
fewer materials as may be available under the circumstances within such two (2) 
business day time frame, with the remainder of the materials to be made available within 
such other time frames as may be approved by the Commissioner and the Comptroller), 
including, without limitation, books of account and records adequate to enable the 
Company to demonstrate, at all times throughout the term of this Agreement that it is, 
and has been, in compliance with each term and condition of this Agreement.  Such 
information shall be maintained and made available in a manner reasonably acceptable to 
the Comptroller and the Commissioner.
10.5.02	Uses and Suppliers of Service.  The Company shall maintain 
accurate and complete records indicating all uses of, and suppliers of Services on, all 
Channels on the System, including all Access Channels and all other Channels, in a 
manner to be developed in consultation with the Commissioner.
10.5.03	Right of Inspection.  For purposes of the City's oversight, 
review or enforcement of the Company's compliance with any term or condition of this 
Agreement, the Comptroller, the Commissioner, or their designated representatives, shall 
have the right to inspect, examine, or audit within the City, during normal business hours 
and upon notice to the Company, all documents, records and other information which 
pertain to the Company or any Affiliated Person with respect to the System, its operation, 
its employment and purchasing practices, each Service distributed over the System, and 
each Service Related Activity and all such documents, records and other information 
shall be made available within the City in order to facilitate said inspection, examination, 
or audit, as provided in Section 10.5.01 hereof.  The Company shall maintain an office in 
the City where the above books and records shall be maintained and where the 
Company's accounting, billing and clerical functions pertaining to the franchised 
operations shall be performed.  All such documents which pertain to financial matters 
which may be the subject of an audit by the City shall be retained by the Company for a 
minimum of six (6) years following termination of this Agreement.  Access by the City to 
any of the documents, records or other information covered by this Section 10.5.03 shall 
not be denied by the Company on grounds that such documents, records or information 
are alleged by the Company to contain proprietary information, provided that this 
requirement shall not be deemed to constitute a waiver of the Company's right to assert 
that the proprietary information contained in such documents, records or other 
information, should not be disclosed and to withhold such information upon the 
agreement of the City.  In order to determine the validity of such assertion and 
withholding by the Company, the City agrees to review the alleged proprietary 
information at the Company's premises and, in connection with such review, to limit 
access to the alleged proprietary information to those individuals who require the 
information in the exercise of the City's rights under this Agreement.  If the Corporation 
Counsel concurs with the Company's assertion regarding the proprietary nature of such 
information, the City will not disclose such information to any Person and will not 
remove from the Company's premises the proprietary portion of any document or other 
tangible thing that contains such proprietary information.  If the Corporation Counsel 
does not concur with such assertion, then the Company shall promptly provide such 
documents, including the alleged proprietary portion thereof, to the City, provided that 
the Company shall not be required to provide the proprietary portion thereof during the 
pendency of any court challenge to such provision.  Further, during normal business 
hours and upon notice to the Company, the Comptroller, the Commissioner or their 
designated representative(s) may inspect and examine any other aspect of the System, 
including facilities and equipment thereof.
10.5.04	Right of Examination.  The Commissioner, the Comptroller, the 
Commissioner of Investigation of the City, or their designated representative(s), may 
examine, under oath, the Company's general partners, directors, officers or persons 
occupying similar positions or other employees with respect to (i) all documents referred 
to in Sections 10.5.01 and 10.5.03 hereof or (ii) any aspect of the System.
10.5.05	File for Public Inspection.  Throughout the term of this 
Agreement, the Company shall maintain, in a file available for public inspection during 
normal business hours at its service centers required by Appendix I to this Agreement, 
the following documents:
(i)	the initial version of all plans and other documents as submitted by 
the Company or, as applicable, by any other Person as provided in this 
Agreement, all updates to such plans and other documents, and any modifications 
to such plans or other documents that have become effective;
(ii)	summaries of all Subscriber complaints received by the Company 
during the prior six (6) years, and the action taken by the Company in response to 
such complaints, as provided in Appendix I to this Agreement, provided that the 
name and address of each Subscriber appearing on such summaries shall not be 
disclosed to any Person, and provided further that the Company shall make the 
records of the complaints and other information (but not the name and address of 
Subscribers) available to Subscribers upon request; and
(iii)	all periodic reports to be submitted by the Company, as provided 
in Section 10.3.01 hereof.
10.6	Investigations.
10.6.01	Company Cooperation.  The Company agrees to cooperate 
fully and faithfully with any investigation, audit, or inquiry conducted by a State of New 
York or City governmental agency or authority that is empowered directly or by 
designation to compel the attendance of witnesses and to examine witnesses under oath, 
or conducted by the Inspector General of a governmental agency that is a party-in-interest 
to the transaction, submitted bid, submitted proposal, agreement, franchise, contract, 
lease, permit, or license that is the subject of the investigation, audit, or inquiry. 
10.6.02	Failure To Testify.  If:  (i) any general partner, director, officer, 
principal, employee, or agent (or person occupying a similar position) of the Company or 
any Affiliated Person (hereinafter "requested person"), who has been advised that his or 
her statement, and any information from such statement, will not be used against him or 
her in any subsequent criminal proceeding, refuses to testify before a grand jury or other 
governmental agency or authority empowered directly or by designation to compel the 
attendance of witnesses and to examine witnesses under oath concerning the award of or 
performance under any transaction, agreement, lease, permit, contract, franchise, or 
license entered into with the City, the State, or any political subdivision or public 
authority thereof, or the Port Authority of New York and New Jersey, or any local 
development corporation within the City, or any public benefit corporation organized 
under the laws of the State of New York; or (ii) any requested person refuses to testify for 
a reason other than the assertion of his or her privileges against self-incrimination in an 
investigation, audit, or inquiry conducted by a City or State governmental agency or 
authority empowered directly or by designation to compel the attendance of witnesses 
and to take testimony under oath, or by the Inspector General of the governmental agency 
that is a party-in-interest in, and is seeking testimony concerning the award of, or 
performance under, any transaction, agreement, lease, permit, contract, franchise, or 
license entered into with the City, the State, or any political subdivision thereof or any 
local development corporation within the City; then, the commissioner or agency head 
whose agency is a party-in-interest to the transaction, submitted bid, submitted proposal, 
contract, lease, permit or license shall convene a hearing, upon not less than five (5) days 
written notice to the parties involved, to determine if any penalties should attach for the 
failure of a person to testify.  If any nongovernmental party to the hearing requests an 
adjournment, the commissioner or agency head who convened the hearing may, upon 
granting the adjournment, suspend any contract, lease, permit, agreement, franchise, or 
license pending the final determination pursuant to Section 10.6.04 hereof, without the 
City incurring any penalty or damages for delay or otherwise. 
10.6.03	Penalties for Failure To Testify.  The penalties which may 
attach for a failure to testify after a final determination by the commissioner or agency 
head pursuant to Section 10.6.02 hereof may include, but shall not exceed:  (i) the 
disqualification, for a period not to exceed five (5) years from the date of an adverse 
determination, of any requested person, or any entity of which such person was a member 
at the time the testimony was sought, including, but not limited to, the Company or any 
Affiliated Person, from submitting bids for, or transacting business with, or entering into 
or obtaining any contract, lease, permit, franchise, agreement, or license with or from the 
City; and/or (ii) the cancellation or termination of any and all existing City contracts, 
leases, permits, franchises, agreements, or licenses that the refusal to testify concerns and 
that have not been assigned nor the proceeds of which pledged, pursuant to this 
Agreement, to an unaffiliated and unrelated institutional lender for fair value prior to the 
issuance of the notice scheduling the hearing, without the City incurring any Liability, 
penalty or damages on account of such cancellation or termination, provided that any 
monies lawfully due from the City directly for goods delivered, work done, rentals, or 
fees accrued prior to the cancellation or termination shall be paid by the City.
10.6.04	Determination of Penalty.  The commissioner or agency head 
shall, in reaching his or her determination and in assessing an appropriate penalty, 
consider and address the factors set forth in the following subsections (i) and (ii) of this 
Section 10.6.04 and may also consider, if relevant and appropriate, the criteria set forth 
in the following subsections (iii) and (iv) of this Section 10.6.04, in addition to any other 
information which may be relevant or appropriate: 
(i)	the good faith endeavors or lack thereof by the requested person, 
the Company, or an Affiliated Person, to cooperate fully and faithfully with any 
governmental investigation or audit, including, but not limited to, the discipline, 
discharge, or disassociation of any requested person failing to testify, the 
production of accurate and complete books and records, and the forthcoming 
testimony of all other members, agents, assignees, or fiduciaries whose testimony 
is sought;
(ii)	the relationship of the requested person who refused to testify to 
any entity, including, but not limited to, the Company or any Affiliated Person, 
that is a party to the hearing, including, but not limited to, whether the person 
whose testimony is sought has an ownership interest in said entity and/or the 
degree of authority and responsibility said person has within the entity;
(iii)	the nexus of the testimony sought to the subject entity and its 
contracts, leases, permits, agreements, franchises, or licenses with the City; 
(iv)	the effect a penalty may have on an unaffiliated and unrelated 
party or entity that has a significant interest in an entity subject to penalties under 
Section 10.6.03 hereof, provided that such unaffiliated and unrelated party or 
entity has given actual notice to the commissioner or agency head upon the 
acquisition of such interest or, at the hearing called for in Section 10.6.02 hereof, 
gives such notice and proves that such interest was previously acquired.  Under 
either circumstance, such unaffiliated and unrelated party or entity must present 
evidence at the hearing demonstrating the potential adverse impact a penalty will 
have on said person or entity. 
10.6.05	Definitions.  For purposes of this Section 10.6:  (i) the terms 
"franchise" or "agreement" as used herein shall include this Agreement, the franchise 
granted pursuant to this Agreement, and any license, permit, franchise, or concession not 
granted as a matter of right; (ii) the term "person" as used herein shall include any natural 
person doing business alone or in association with another person or entity as a general 
partner, director, officer, principal, employee, or agent or a person occupying a similar 
position; (iii) the term "entity" as used herein shall include any firm, partnership, 
corporation, association, joint venture, or other person that receives any money, benefit, 
license, lease, franchise, permit or consent from or through the City or otherwise 
transacts business with the City; and (iv) the term "member" as used herein shall include 
any person associated with another person or entity as a general partner, director, officer, 
principal, employee or agent or a person occupying a similar function.
10.6.06	Investigations Required.  The foregoing provisions of this 
Section 10.6 are required by the Mayor's Executive Order No. 16 (1978).

Section 11	
RESTRICTIONS AGAINST ASSIGNMENT AND OTHER TRANSFERS
11.1	Transfer of Interest.  Except as provided in Section 11.6 hereof and 
Appendix G to this Agreement (and excepting conveyances of real or personal property 
in the ordinary course of the operation of the System), neither the franchise granted 
herein, nor any rights or obligations of the Company in the System or pursuant to this 
Agreement, nor any guaranty of the performance of the Company's obligations pursuant 
to this Agreement, nor any part of the capacity of the System, shall be encumbered, 
assigned, sold, transferred, pledged, leased, sublet, or mortgaged in any manner, in whole 
or in part, to any Person, nor shall title therein, either legal or equitable, or any right 
or 
interest therein, pass to or vest in any Person, either by act of the Company, by act of any 
Person holding Control of or any interest in the Company or in the System or the 
franchise granted herein, by operation of law, or otherwise, without the prior written 
consent of the City, provided that the City shall consider any such action in accordance 
with its usual procedural rules.
11.2	Transfer of Control or Stock.  The Company represents that, 
notwithstanding any other provision of this Agreement, except as provided in 
Section 11.6 hereof and Appendix G to this Agreement, no change in Control of the 
Company, the System or the franchise granted herein shall occur after the Closing, by act 
of the Company, by act of any Person holding Control of the Company, the System or the 
franchise granted herein, by operation of law, or otherwise, without the prior written 
consent of the City.  The requirements of Section 11.3 hereof shall also apply (subject to 
the exceptions provided under Section 11.6 hereof and Appendix G to this Agreement) 
whenever any change is proposed of ten percent (10%) or more of the ownership or 
Control of the Company, the System, the franchise granted herein or of any Person 
holding Control of the Company or in the System or in the franchise (but nothing herein 
shall be construed as suggesting that a proposed change of less than ten percent (10%) 
does not require consent of the City if it would in fact result in a change in Control of the 
Company, the System or the franchise granted herein), and any other event which could 
result in a change in ownership or Control of the Company, regardless of the manner in 
which such ownership or Control is evidenced (e.g., stock, bonds, debt instruments or 
other indicia of ownership or Control).  The requirements of Section 11.3 hereof shall 
also apply whenever one or more transfers to any Person (other than a Dolan Family 
Interest (as defined in Appendix G hereof)) by Charles Dolan is or are proposed of Class 
B shares of stock of Cablevision Systems Corporation as Class B stock which would 
result in an aggregate of 10 percent or more of the outstanding Class B stock having been 
so transferred by Dolan from and after the Effective Date (but nothing herein shall be 
construed as suggesting that a proposed change of less than 10 percent does not require 
consent of the City if it would in fact result in a change in Control of the Company, the 
System or the franchise granted herein).  Notwithstanding the foregoing, the City reserves 
the right, on a case-by-case basis, to accept, hear and/or grant petitions or other written 
requests for the transfer of Control of the Company, the System or the franchise granted 
herein from Persons seeking to obtain Control of the Company.  The City, its officers, 
employees, agents, attorneys, consultants and independent contractors shall not be liable 
to the Company or any other Person for exercising its rights herein.  The Company shall 
be entitled to rely upon publicly filed reports to which it has access in connection with its 
determination of the applicability of this Section 11.2, except to the extent the Company 
knows or has reason to believe that any such report is or may be incorrect, or is aware of 
the information which is the subject of this Section otherwise than as a result of publicly 
filed reports.
11.3	Petition or Other Written Request.  The Company shall promptly notify 
the City of any proposed action requiring the consent of the City pursuant to 
Sections 11.1 or 11.2 hereof or to which this Section 11.3 applies by submitting to the 
Commissioner, with a copy to the Corporation Counsel, a petition or other written 
request requesting the approval of the City or requesting a determination that no such 
consent is required and its argument that the consent of the City is not required.  The 
Company shall also promptly notify the Commissioner, with a copy to the Corporation 
Counsel, of, and describe, any proposed action pursuant to Part II of Appendix G to this 
Agreement.  The petition or other written request shall fully describe the proposed action 
and shall be accompanied by a justification for the action and, if applicable, its argument 
as to why such action would not involve a change in Control of the Company, the System 
or the franchise, and such additional supporting information as the City may reasonably 
require in order to review and evaluate the proposed action.  Upon review of the petition 
or other written request , the Commissioner shall notify the Company in writing of the 
Commissioner's determination whether the consent of the City is required.
11.4	Public Hearing.  After receipt of the petition or other written request the 
City may, as it deems necessary or appropriate, schedule a public hearing on the petition 
or other written request.  For the purpose of determining whether it shall or needs to grant 
its consent, the City may inquire into:  (i) the qualifications of each Person involved in 
any action described in Sections 11.1 or 11.2 hereof, (ii) all matters relevant to whether 
said Person will adhere to all applicable provisions of this Agreement, and (iii) all other 
matters the City deems relevant in evaluating the petition.  Further, the City may perform 
a comprehensive audit of the Company's performance under the terms and conditions of 
this Agreement.  The Company shall provide all requested assistance to the City in 
connection with any such inquiry and, as appropriate, shall secure the cooperation and 
assistance of all Persons involved in said action.
11.5	Conditions.  As a condition to the granting of any consent required by 
Sections 11.1 or 11.2 hereof, the City may:  (i) upon a determination that the Company 
did not execute this Agreement under a good faith belief that it would itself carry out the 
obligations of the Company pursuant to this Agreement, require the Company or any 
Affiliated Person to pay to the City part or all of the profits earned or to be earned by 
such Person in connection with, upon the completion of, or as a result of, any of the 
actions described in Sections 11.1 or 11.2 hereof with respect to any of such actions 
which occur within four (4) years after the Closing of this Agreement; and (ii) require 
that each Person involved in any action described in Sections 11.1 or 11.2 hereof shall 
execute an agreement, in a form and containing such conditions as may be specified by 
the City, providing that such Person assumes and agrees to be bound by all applicable 
provisions of this Agreement and such other conditions which the City deems necessary 
or appropriate in the circumstances.  The execution of such agreement by such Person(s) 
shall in no way relieve the Company or any other transferor involved in any action 
described in Sections 11.1 or 11.2 hereof, of its obligations pursuant to this Agreement.
11.6	Permitted Encumbrances.  Nothing in this Section 11 shall be deemed to 
prohibit any assignment, pledge, lease, sublease, mortgage, or other transfer of all or any 
part of the System, or any right or interest therein, for financing purposes, provided that 
each such assignment, pledge, lease, sublease, mortgage, or other transfer shall be subject 
to and subordinate to the rights of the City pursuant to this Agreement and applicable 
law.  The consent of the City shall not be required with respect to any transfer to, or 
taking of possession by, any banking or lending institution which is a secured creditor of 
the Company of all or any part of the System pursuant to the rights of such secured 
creditor under Article 9 of the Uniform Commercial Code, as in effect in the State of 
New York, and, to the extent that the collateral consists of real property, under the New 
York Real Property Law; provided, further that, the City's rights are in no way adversely 
affected or diminished.
11.7	Effect of Unauthorized Sale/Transfer.  The completion of any action 
described in Section 11.1 or 11.2 hereof, except to the extent provided in Section 1.1(ii) 
hereof, without the prior written consent of the City shall be deemed to be an 
Abandonment of the System for purposes of Section 2.2.03 and Sections 14.5 through 
14.8 hereof.
11.8	Consent Not a Waiver.  The grant or waiver of any one or more of such 
consents shall not render unnecessary any subsequent consent, nor shall the grant of any 
such consent constitute a waiver of any other rights of the City.
Section 12	
RESTRICTIONS ON THE COMPANY, ITS OFFICERS AND DIRECTORS
12.1	Use of Existing Systems.  The use by the Company of its own or an 
existing master antenna system, satellite master antenna system, multipoint distribution 
service, direct broadcast satellite or other system in any building or other structure for 
the 
distribution of any Service which would otherwise be distributed over the System is 
permitted under this Agreement, provided that such use shall not relieve the Company of 
its obligation to construct, operate, maintain and upgrade the System in such building or 
other structure pursuant to this Agreement.
12.2	Prohibition of Repair of Subscriber's Television Receiver.  Except (i) in 
connection with the installation of the Company's internet access service authorized as a 
Cable Service under this Agreement or (ii) with the prior written approval of the 
Commissioner, neither the Company nor any Affiliated Persons shall repair or otherwise 
service any Subscriber's television receiver, video cassette recorder or other equipment 
not provided by the Company.
Section 13	
LIABILITY AND INSURANCE
13.1	Liability and Indemnity.
13.1.01	Company.  As between the City and the Company, except as 
provided in Section 13.1.07 hereof, the Company shall be responsible for any Liability of 
the City or any Person, including, without limitation, any officer, employee, or agent of 
the City, arising out of or in connection with the construction, operation, maintenance, 
repair, upgrade or removal of the System, any Service Related Activity, or the 
distribution of any Service over the System.  The Company shall, at its own cost and 
expense, replace, repair, or restore any damaged property to its prior condition and shall 
pay appropriate compensation in the event of any injury to or death of any individual 
Person occasioned by any act or failure to act of the Company, any Affiliated Person, or 
any officer, employee, agent or subcontractor thereof, in connection with the 
construction, operation, maintenance, repair, upgrade or removal of the System.
13.1.02	City.  The City, its officers, employees, agents, attorneys, 
consultants and independent contractors shall not be liable for any Liability of the 
Company, any Affiliated Person or any other Person, arising out of or in connection with 
the construction, operation, maintenance, repair, upgrade or removal of, or other action 
or event with respect to, the System, any Service Related Activity, or the distribution of 
any Service over the System.
13.1.03	Moving Wires.  The City may, at any time, in case of fire, 
disaster, or other emergency, as determined by the City, in its sole discretion, cut or move 
any of the wires, cables, amplifiers, appliances, or other parts of the System, in which 
event the City shall not incur any Liability to the Company, any Affiliated Person or any 
other Person.  When possible, the Company shall be consulted prior to any such cutting 
or movement of its wires and be given the opportunity to perform such work itself.  All 
costs to repair or replace such wires, cables, amplifiers, appliances or other parts of the 
System shall be borne by the Company.
13.1.04	No Liability for Public Work, etc. Neither the City nor its 
officers, employees, agents, attorneys, consultants or independent contractors shall have 
any Liability to the Company or any Affiliated Person for any Liability as a result of or in 
connection with the protection, breaking through, movement, removal, alteration, or 
relocation of any part of the System by or on behalf of the Company or the City in 
connection with any emergency, public work, public improvement, alteration of any 
municipal structure, any change in the grade or line of any Street, or the elimination, 
discontinuation, and closing of any Street, as provided in Section 2.4.02 [Public Works 
and Improvements], 2.4.04 [No Release], 6.5 [New Grades or Lines], 6.6 [Protect 
Structures] or 13.1.03 [Moving Wires] hereof.
13.1.05	No Liability for Damages.  The City, its officers, employees, 
agents, attorneys, consultants and independent contractors shall have no Liability to the 
Company, any Affiliated Person or any other Person for any special, incidental, 
consequential, punitive, or other damages as a result of the exercise of any right of the 
City pursuant to this Agreement or applicable law, including, without limitation, the 
rights of the City to grant, terminate, amend, or otherwise modify all or any part of this 
Agreement or the franchise granted herein.
13.1.06	Indemnification of the City.  The Company and each Affiliated 
Person shall:  (i) defend, indemnify, and hold harmless the City, its officers, employees, 
agents, attorneys, consultants and independent contractors from and against all 
Liabilities, special, incidental, consequential, punitive, and all other damage, cost, and 
expense (including reasonable attorneys' fees) arising out of or in connection with:  
(a) the award of this franchise, except for suits between City agencies or bodies over the 
award of this franchise; (b) the construction, operation, maintenance, repair, upgrade or 
removal of, or any other action or event with respect to, the System or any Service 
Related Activity; or (c) the distribution of any Service over the System, except as 
provided in Section 13.1.07 hereof; and (ii) cooperate with the City, by providing such 
nonfinancial assistance as may be requested by the City, in connection with any claim 
arising out of or in connection with the selection of franchisees for, or the negotiation or 
award of, this Agreement.
13.1.07	Limitations.  As between the City and the Company or any 
Affiliated Person, the foregoing Liability and indemnity obligations of the Company 
pursuant to this Section 13.1 shall not apply to:  (i) any willful misconduct or gross 
negligence of any City officer, employee, agent, attorney, consultant or independent 
contractor; (ii) any Liability arising out of the distribution of Services over the 
Governmental Channels or the portion of the Institutional Network available to and used 
by the City to the extent that such claim does not arise out of an act or failure to act by 
the Company; or (iii) any Liability arising out of the distribution of Services over Public 
Channels to the extent that such claim does not arise out of an act or failure to act by the 
Company.
13.2	Insurance.
13.2.01	Specifications.  At or before the Closing, the Company shall, at 
its own cost and expense, obtain a liability insurance policy or policies, in a form 
acceptable to the Comptroller, together with evidence acceptable to the Comptroller, 
demonstrating that the premiums for said policy or policies have been paid and 
evidencing that said policy or policies shall take effect and be furnished on or before the 
Effective Date.  Such policy or policies shall be issued by companies duly licensed to do 
business in the State of New York and acceptable to the Comptroller, but the 
Comptroller's consent may not be withheld based on the fact that the policy or policies 
are merged in a policy or policies maintained by an Affiliated Person or Persons adequate 
to cover the minimum limitations stated below.  Unless the Commissioner approves 
otherwise, such companies must carry a rating by Best of not less than "A".  Such policy 
or policies shall insure (i) the Company and (ii) the City and its officers, boards, 
commissions, elected officials, agents and employees (through appropriate endorsements 
if necessary) against each and every form of Liability of the Company referred to in 
Section 13.1 hereof in the minimum combined amount of Fifty Million Dollars 
($50,000,000.00) for bodily injury and property damage.  The foregoing minimum 
limitation shall not prohibit the Company from obtaining a liability insurance policy or 
policies in excess of such limitations, provided that the City, its officers, boards, 
commissions, elected officials, agents and employees shall be named as additional 
insureds to the full extent of any limitation contained in any such policy or policies 
obtained by the Company.
13.2.02	Maintenance.  The liability insurance policies required by 
Section 13.2.01 hereof shall be maintained by the Company throughout the term of this 
Agreement and such other period of time during which the Company operates or is 
engaged in the removal of the System.  Each such liability insurance policy shall contain 
the following endorsement:  "It is hereby understood and agreed that this policy may not 
be cancelled nor the intention not to renew be stated until ninety (90) days after receipt 
by the City, by registered mail, of a written notice of such intent to cancel or not to 
renew."  Within sixty (60) days after receipt by the City of said notice, and in no event 
later than thirty (30) days prior to said cancellation, the Company shall obtain and furnish 
to the Comptroller, with a copy to the Commissioner, replacement insurance policies in a 
form reasonably acceptable to the Comptroller.
13.2.03	Increased Insurance Coverage.  The City may, in the event of 
any changed circumstances which the City reasonably believe materially increases the 
risks associated with the Company's obligations or operations under this Agreement, 
following the Effective Date of this Agreement, unilaterally alter the minimum limitation 
of the liability insurance policy or policies required in Section 13.2.01 hereof, to the 
extent reasonable and customary within the practices of the cable industry.
13.2.04	Liability Not Limited.  The legal Liability of the Company and 
any Affiliated Person to the City and any Person for any of the matters which are the 
subject of the liability insurance policies required by this Section 13.2, including, without 
limitation, the Company's indemnification obligation set forth in Section 13.1.06 hereof, 
shall not be limited by such insurance policies nor by the recovery of any amounts 
thereunder, except to the extent necessary to avoid duplicative recovery from or payment 
by the Company.
Section 14	
SPECIFIC RIGHTS AND REMEDIES
14.1	Not Exclusive.  The Company agrees that the City shall have the specific 
rights and remedies set forth in this Section 14.  These rights and remedies are in addition 
to and cumulative with any and all other rights or remedies, existing or implied, now or 
hereafter available to the City at law or in equity in order to enforce the provisions of 
this 
Agreement.  Such rights and remedies shall not be exclusive, but each and every right 
and remedy specifically provided or otherwise existing or given may be exercised from 
time to time and as often and in such order as may be deemed expedient by the City.  The 
exercise of one or more rights or remedies shall not be deemed a waiver of the right to 
exercise at the same time or thereafter any other right or remedy nor shall any such delay 
or omission be construed to be a waiver of or acquiescence to any default.  The exercise 
of any such right or remedy by the City shall not release the Company from its 
obligations or any Liability under this Agreement, except as expressly provided for in this 
Agreement or as necessary to avoid duplicative recovery from or payments by the 
Company.  In addition to the remedies available for material breaches of this Agreement, 
the City shall have the rights and remedies set forth in this Agreement and all other rights 
and remedies available to it under applicable law with respect to breaches which do not 
constitute material breaches of this Agreement.
14.2	Security Fund.
14.2.01	Obligation to Maintain.  Throughout the term of this 
Agreement, or for as long as the Company operates the System, whichever period is 
longer, and for at least ninety (90) days thereafter, the Company shall maintain the 
Security Fund in the amount specified in Section 14.2.02 hereof or such other amount as 
may from time to time be reasonably specified by the City in accordance with 
Section 14.2.02 hereof.
14.2.02	Amount.  On or before the Closing, and as a condition 
precedent to the Closing, the Company shall deposit (to the extent such is not already on 
deposit) with the Comptroller the amount of four million three hundred eighty thousand 
dollars ($4,380,000); two hundred fifty thousand dollars ($250,000) of which shall be 
provided in cash or City bonds, with the balance in the form of an irrevocable, 
unconditional letter of credit or other instrument in a form acceptable to the Comptroller 
and the Corporation Counsel of the City, which letter of credit or other instrument shall 
in no event require the consent of the Company prior to the collection by the City of any 
amounts covered by such letter of credit or other instrument.  The amount of such cash or 
City bonds and such letter of credit to be provided to the Comptroller shall constitute the 
Company's Security Fund.  The Company shall be entitled to interest on the cash portion 
of the Security Fund and to the interest or dividends on any City bonds deposited in lieu 
of cash at a rate equal to whatever rate the City is actually earning on such cash and/or 
bonds.  At any time during the term of this Agreement, the City may, in its reasonable 
discretion, require the Company to increase the amount of the Security Fund to an 
amount it deems appropriate if it finds that additional risk factors exist which necessitate 
an increase in the amount of the Security Fund, such as an increase in the amount of 
compensation payments to be made pursuant to Section 9.1 hereof or the failure of the 
Company to perform any of its obligations pursuant to this Agreement.
14.2.03	Purpose.  The Security Fund shall serve as security for:  (i) the 
faithful performance by the Company of all terms and conditions of this Agreement; 
(ii) any expenditure, damage, or loss incurred by the City occasioned by the Company's 
failure to comply with all rules, regulations, orders, permits, and other directives of the 
City and the Commissioner issued pursuant to this Agreement; (iii) the payment by the 
Company of all Liabilities which the City has been compelled to pay or incur by reason 
of any act or default of the Company, and all other payments due the City from the 
Company pursuant to this Agreement; (iv) the loss of any payments required to be made 
by the Company to the City which would have been received by the City but for the 
Company's failure to perform its obligations pursuant to this Agreement, during the 
period of time between the Company's unexcused or uncured failure to perform and the 
date on which the City takes over, or authorizes any other Person to take over, the 
construction, operation, or maintenance of a Cable Communications System in the 
District necessitated by such failure; (v) any costs incurred by the City in connection with 
the award of any franchise for, or other authorization to, construct, operate, maintain or 
upgrade, a Cable Communications System in the District necessitated by such failure; 
(vi) any costs, losses or damages incurred by the City or any other Person as a 
consequence of the Company's performance or nonperformance pursuant to the terms and 
conditions of this Agreement; and (vii) costs, losses or damages incurred by the City as a 
result of termination for cause due to a material breach pursuant to Section 14.4.02, 
provided, however, that such costs, losses or damages, to the extent they are actually paid 
by the Company to the City, shall not also be considered in determining "equitable price" 
pursuant to Section 14.6.03 hereof.  The withdrawal of amounts from the Security Fund 
shall constitute a credit against the amount of the applicable Liability of the Company to 
the City but only to the extent of said withdrawal.
14.2.04	Withdrawals from Security Fund.  If (A) the Company fails:  
(i) to make any payment required by this Agreement within the time fixed herein; (ii) to 
pay to the City, within ten (10) business days after receipt of notice, any Liability payable 
to the City and relating to the System that is due and unpaid; (iii) to pay to the City, 
within ten (10) business days after receipt of notice from the Commissioner, any 
damages, claims, costs or expenses which the City has been compelled to pay or incur by 
reason of any act or default of the Company; or (iv) to comply, within ten (10) business 
days after receipt of notice from the Commissioner, with any provision of this Agreement 
which the Commissioner determines can be remedied by an expenditure of an amount in 
the Security Fund; and (B) to cure within ten (10) business days after receipt of notice 
from the Commissioner any of said failures or present written comments contesting the 
validity of the withdrawal, then the Comptroller may withdraw the amount thereof from 
the Security Fund and pay it to the City.
14.2.05	Replenishment.
(a)	Within fifteen (15) business days after receipt of notice from the 
Comptroller that any amount has been withdrawn from the Security Fund, as 
provided in Section 14.2.04 hereof, the Company shall restore the Security Fund 
to the amount specified in Section 14.2.02 hereof, provided that said restoration 
obligation shall be suspended during the period of any judicial challenge by the 
Company to the propriety of said withdrawal from the Security Fund.  If a court 
determines that said withdrawal by the City was improper, the City shall restore 
the improperly withdrawn amount to the Security Fund, together with interest 
from the date of the withdrawal at a rate equal to whatever rate the City actually 
earned on the improperly withdrawn amounts during the period from such 
withdrawal until such restoration.
(b)	Interest due on any payment required to be made by the Company 
pursuant to Section 14.2.05(a) shall not begin to accrue for a period of thirty 
(30) business days after receipt by the Company of the notice of withdrawal from 
the Security Fund of the principal amount due, as provided in Section 14.2.05(a).  
Thereafter, if the Company has not made the required restoration to the Security 
Fund, interest on said amount shall accrue at the rate specified in Section 9.4 
hereof.  The Comptroller may withdraw from the Security Fund and pay to the 
City such interest periodically up to the date on which the Company makes the 
required principal payment, provided that the Company shall not be obligated to 
pay such interest with such principal payment to the extent such interest has been 
already withdrawn by the Comptroller. 
14.2.06	Notice of Withdrawals.  Within one (1) week after each of the 
foregoing withdrawals, the Comptroller shall notify the Company of the date and amount 
thereof.  The Company shall have the right to contest any such withdrawal and any 
determination of the City in connection with such withdrawal. 
14.3	Liquidated Damages.
14.3.01	Liquidated Damages.  The Company shall be liable to the City 
for the amounts specified in this Section 14.3.01 for any of the following failures by the 
Company to comply with the provisions of this Agreement, unless, within fifteen (15) 
business days after receipt of notice by the Company from the Commissioner, or such 
longer period as the Commissioner shall specify, the Company has cured the alleged 
failure, presented facts and arguments in refutation or excuse of each such alleged failure 
that reasonably satisfies the Commissioner, or provided a cure plan and schedule that 
reasonably satisfies the Commissioner.  At the option of the Comptroller, such amounts 
may be withdrawn from the Security Fund and paid to the City (in addition to the 
withdrawals authorized by any other Section of this Agreement and Appendix I to this 
Agreement) or shall be paid in such other manner as may be reasonably determined by 
the Comptroller:
(i)	Failure to upgrade the System in accordance with the then current 
sequence and schedule:  Three Cents ($0.03) per day, per affected household for 
each day that such delay continues;
(ii)	Failure to furnish, maintain, and continue to offer all requested 
Services to any household within the District as required by this Agreement:  
Three Cents ($.03) per day, per affected household, for each day that such failure 
continues;
(iii)	Willful or persistent failure to provide data, documents, records, 
reports or information to the City, pursuant to the terms of this Agreement:  Two 
Hundred Fifty Dollars ($250.00) per day, for each day that such failure continues;
(iv)	Failure to support the Institutional Network as provided in 
Section 4.3.03 hereof and Appendix E to this Agreement:  for failure to provide 
required trunk lines, Five Hundred Dollars ($500.00) per day, for each day that 
such delay continues, and Five Dollars ($5.00) per day, per drop, for failure to 
provide required drops, for each day that such delay continues;
(v)	Substantial failure to construct, operate and maintain and upgrade 
the System to offer the full range of Services, facilities and equipment provided 
for in accordance with Section 3.9 hereof:  Six Thousand Five Hundred Dollars 
($6,500) per day for each day that such delay continues;
(vi)	Failure to provide the capital grants, equipment and other support 
for the Access Channels pursuant to Section 4 hereof and Appendices D, E and F 
to this Agreement:  Seven Hundred Fifty Dollars ($750.00) per day for each day 
that such failure occurs or continues, as to Public Channels, and Five Hundred 
Dollars ($500.00) per day for each day that such failure occurs or continues, as to 
Governmental Channels;
(vii)	Failure to substantially comply with a material requirement of 
Appendix I to this Agreement:  One Thousand Five Hundred Dollars ($1,500) per 
day for each day that such failure occurs or continues.
The Company agrees that each of the foregoing failures set forth in this Section 14.3.03 
shall result in injuries to the City and its residents, businesses and institutions, the 
compensation for which will be difficult to ascertain and to prove.  Accordingly, the 
Company agrees that the liquidated damages in the amounts set forth above are fair and 
reasonable compensation for such injuries.  The Company agrees that the foregoing 
amounts are liquidated damages, not a penalty or forfeiture, and are within one or more 
exclusions to the term "franchise fee" provided by Section 622(g)(2)(A)-(D) of the Cable 
Act (47 U.S.C.   542(g)(2)(A)-(D)).  Further, the payment of such liquidated damages 
shall not be deemed to be:  (i) "payments-in-kind" or involuntary payments chargeable 
against the compensation to be paid to the City by the Company pursuant to Section 9.1 
hereof, or (ii) part of the compensation to be paid to the City by the Company pursuant to 
Section 9.1 hereof.  Nothing contained in this Section shall be construed to permit 
duplicative recovery from or payment by the Company.
14.4	Material Breach.
14.4.01	Remedies for Material Breach.
(a)	In the event that the Company fails to comply with a material 
provision of this Agreement, as provided in Section 14.4.02 hereof, then, in accordance 
with the procedures provided in Section 14.4.04 hereof, the City may, at any time during 
the term of this Agreement, to the extent lawful and in addition to any other remedies the 
City may have under this Agreement or at law or in equity:
(i)	Require the Company to take such actions which the City deems 
appropriate in the circumstances; and/or
(ii)	Seek money damages from the Company as compensation for such 
material breach (it being acknowledged that seeking money damages for a 
material breach does not preclude seeking money damages for a breach which is 
not material); and/or
(iii)	Accelerate the expiration of the term of this Agreement by 
decreasing the term of the franchise provided in Section 2.3.02 hereof; provided 
that the remaining term of the franchise as accelerated pursuant to this Section 
14.4.01(iii) shall not be less than thirty-six (36) months; and/or
(iv)	Revoke the franchise granted pursuant to this Agreement by 
termination of this Agreement pursuant to Section 14.5 hereof, provided that, if 
the City does not elect to purchase the System, then such revocation and 
termination shall not take effect for a period of one hundred eighty (180) days 
after notice thereof is given to the Company if the Company notifies the City in 
writing (within thirty (30) days of receipt of the notice of termination and 
revocation) that it shall seek, during such period, to find a purchaser for the 
System which purchaser shall be subject to the approval of the City pursuant to 
Section 11 hereof.
(b)	The Company expressly waives any right to stay or otherwise 
limit the availability of the City's remedies as a consequence of the Company's breach of 
any term or condition of this Agreement that occurred prior to or during, any renewal of, 
or modification of any term or condition of, this Agreement, and any effort by the 
Company, if the Company has theretofore received a notice of breach pursuant to 
Section 14.4.04(i) and has received, prior to such notice, prior reasonable notice of the 
City's concerns, to invoke the procedures of Sections 625 or 626 of the Cable Act 
(47 U.S.C.   545 or   546) shall not stay or otherwise limit the availability of the City's 
remedies due to the Company's breach of any term or condition of this Agreement at any 
time during the term of this Agreement.  Notwithstanding the foregoing, in the event the 
Company invokes the procedures of Section 625 of the Cable Act, the City agrees that 
during the period from the date of the Company's request, to the date the City completes 
action on the Company's request, the City will not commence enforcement action with 
respect to breaches which are the subject of the Section 625 proceeding.  However, such 
agreement by the City is to be construed narrowly and neither the invocation of such 
procedures nor the City's agreement not to commence enforcement action until the 
expiration of such period, nor anything else, shall be deemed to, limit or impede the 
availability of the City's remedies as a consequence of, or the City's right and ability (i) 
to 
continue to prosecute enforcement action or to exercise any remedies with respect to 
breaches as to which enforcement action or the exercise of remedies was commenced 
prior to the invocation of the Section 625 procedures or (ii) upon the expiration of such 
period, to commence and thereafter prosecute an enforcement action, and/or to exercise 
remedies with respect to, breaches of any term or condition of this Agreement that 
occurred prior to the invocation of such procedures that relate to the matter which is the 
subject of the Section 625 proceeding, and the Company expressly waives any right to so 
limit such action or remedies.
(c)	Further, in addition to all other remedies granted or available to 
the City, the City shall be entitled, to the extent appropriate under law, to the restraint 
by 
injunction of the violation, or attempted or threatened violation, by the Company of any 
terms or provisions of this Agreement, or to a decree compelling performance by the 
Company of any term or provision therein.
14.4.02	Grounds.  The Company agrees that a failure to comply with a 
material provision of this Agreement shall include, but shall not be limited to, any of the 
following acts or failures to act, or any of the following events, unless such acts, failures 
to act or events are waived or otherwise excused in writing by the City:
(i)	Failure to comply with a material obligation under Section 16.9.04 
hereof [Compliance with Agreement] or Section 16.9.03 [Financial Condition] 
hereof;
(ii)	Substantial failure to satisfy the requirements regarding the 
System, as provided in Appendix A to this Agreement;
(iii)	Substantial failure to comply with the terms, schedule, or sequence 
for construction of any upgrade of the System, provided that such failure shall not 
arise in the event of a delay of less than one hundred twenty (120) days in meeting 
the schedule for construction (such one hundred twenty (120) days to be inclusive 
of any grace periods built into the terms, schedule or sequence);
(iv)	Substantial failure to comply with the requirements of Sections 3.1 
[Provision of Service], 3.2 [Service to All Persons] or 3.7 [Commercial Access] 
hereof;
(v)	Substantial failure to supply the Access Channels and related 
capital grants, equipment, and other support to the Community Access 
Organization, in the case of Public Channels, and the City, in the case of 
Governmental Channels, within thirty (30) days after the date by which such 
items must be supplied, as provided in Sections 4.1 and 4.2 hereof and in 
Appendices D, E and F to this Agreement or substantial failure to comply with 
any of the provisions set forth in Appendices D, E and F;
(vi)	Substantial failure to supply the capital grants and other support 
for the Institutional Network, as provided in Appendix E to this Agreement;
(vii)	Any willful or material or persistent discrimination in connection 
with the provision of Services to Subscribers or the imposition of any rate, charge, 
deposit or other term and condition of Service, to Subscribers in violation of 
Sections 3.2, 5.3 or 5.4 of this Agreement, or the offering or failure to offer any 
Service, or the imposition of any rate, charge, deposit or associated term or 
condition, which is materially inconsistent with that set forth in the then-current 
report or filing made pursuant to this Agreement;
(viii)	Failure to notify the Commissioner of any material change in the 
construction schedules and specifications of any upgrade of the System pursuant 
to this Agreement or undertaking such a material change without the written 
approval of the Commissioner;
(ix)	Failure to furnish or maintain, throughout the term of this 
Agreement, the performance bond, as provided in Section 6.10 hereof;
(x)	Substantial failure to comply with the interconnection 
requirements hereof;
(xi)	Substantial failure to comply with the Company's employment and 
material purchasing obligations, as provided in Section 7 hereof;
(xii)	Substantial failure to comply with any material requirement set 
forth in Section 8 hereof or Appendix I to this Agreement or repeated failure to 
comply with any requirement of Section 8 hereof or Appendix I to this 
Agreement;
(xiii)	Failure to comply with the provisions of Sections 11 and 12 hereof, 
except that the completion of certain actions described in Section 11 without the 
approval of the City shall be deemed to be an Abandonment of the System, as 
provided in Section 1.1 hereof;
(xiv)	Substantial failure to make any of the compensation or other 
payments, as provided in Section 9 hereof, or to maintain and replenish the 
Security Fund pursuant to Sections 14.2.01 and 14.2.03 hereof;
(xv)	Substantial failure to comply with the material terms of the rules, 
regulations, orders, or other directives of the City or the Commissioner;
(xvi)	Any failure to comply with the provisions of Section 9.3 [Not 
Franchise Fees] hereof;
(xvii)	Substantial or repeated failure to comply with the provisions of 
Section 10 [Oversight and Regulation] hereof;
(xviii)	The taking of any action which requires the approval or consent of 
the City without having first obtained said approval or consent;
(xix)	Substantial or repeated failure to comply with Section 16.9 
[Additional Covenants] hereof;
(xx)	Failure to furnish and maintain, throughout the term of this 
Agreement, the liability insurance policy or policies, as provided in Section 13.2 
hereof;
(xxi)	Willful or persistent or material failure to furnish or update, as 
applicable, each plan which requires approval or acceptance by the City pursuant 
to Sections 3.7.02 [Leased Channel Plan], 4.4.01 [Services Plan for Physically 
Challenged Persons], 5.4 [Discounts], 7.3 [Local Preference], 7.4 [City 
Vendors], 10.4.02 [Upgrade Report], 10.4.05 [Related Services Report], and 
16.9.03 [Financial Plan] hereof;
(xxii)	Engaging in a course of conduct intentionally designed to practice 
any fraud or deceit upon the City, any Subscriber, or any other user of the System;
(xxiii)	Any material misrepresentation, either oral or written, intentionally 
or negligently made by or on behalf of the Company in connection with the 
negotiation or renegotiation of, or any representation or warranty contained herein 
or any amendment, or other modification to, this Agreement;
(xxiv)	The conviction, guilty plea or plea of nolo contendere of the 
Company, any Person holding a Controlling Interest in the Company, any director 
or officer of the Company or of any Controlling Person, or any employee or agent 
of the Company or of any Controlling Person acting under the express direction or 
with the actual consent of any of the foregoing, of any offense, including, without 
limitation, bribery or fraud, arising out of or in connection with this Agreement or 
any other agreement to construct, operate, or maintain a Cable Communications 
System in the City or elsewhere, the award of the franchise granted pursuant to 
this Agreement, or any act to be taken following the Effective Date of this 
Agreement by the City, its officers, employees, or agents relating or pursuant to 
this Agreement, provided that the right to terminate this Agreement in the event 
of such convictions or guilty pleas shall arise only with respect to any of the 
foregoing convictions of the Company itself and, in the event of the conviction or 
guilty plea of any of the other Persons specified in this subsection (xxiv), the City 
shall have the right to order the Company to disassociate itself from, or terminate 
the employment of, said other Persons with respect to activities in the City or any 
other activities affecting the System pursuant to this Agreement;
(xxv)	The conviction or guilty plea of any City officer, employee, or 
agent of the offense of bribery or fraud with respect to this Agreement which 
arises out of or in connection with any act of the Company, of any Person holding 
a Controlling Interest in the Company, or of any agent or employee thereof acting 
under the express direction or actual consent of the foregoing;
(xxvi)	Any false entry knowingly made in the books of account or records 
of the Company, or any false statement knowingly made in any report, document 
or other filing to the City or otherwise by the Company, any director, officer, or 
person occupying a similar position, or other Person holding a Controlling 
Interest in the Company, any Affiliated Person, or any employee or agent of the 
Company acting under the express direction or with the actual consent of any of 
the foregoing;
(xxvii)	The material breach by the Company or any Affiliated Person of, 
or any termination for cause of, any other agreement to construct, operate, 
maintain or upgrade a Cable Communications System in the City;
(xxviii)	The occurrence of any event which may reasonably lead to the 
foreclosure or other similar judicial or nonjudicial sale of all or any material part 
of the System, including, but not limited to, any of the following events:  
(a) default under any loan or any financing arrangement material to the System or 
the obligations of the Company under this Agreement; (b) default under any 
contract material to the System or the obligations of the Company under this 
Agreement; or (c) termination of any lease or mortgage covering all or any 
material part of the System;
(xxix)	The condemnation by a public authority other than the City, or sale 
or dedication under threat or in lieu of condemnation, of all or any part of the 
System, the effect of which would materially frustrate or impede the ability of the 
Company to carry out its obligations, and the purposes of this Agreement;
(xxx)	In the event that:  (a) the Company shall suspend or discontinue its 
business, shall make an assignment for the benefit of creditors, shall fail to pay its 
debts generally as they become due, shall become insolvent (howsoever such 
insolvency may be evidenced), shall be adjudicated insolvent, shall petition or 
apply to any tribunal for, or consent to, the appointment of, or taking possession 
by, a receiver, custodian liquidator or trustee or similar official pursuant to state 
or local laws, ordinances or regulations of or for it or any substantial part of its 
property or assets, including all or any part of the System; or (b) a writ or warrant 
of attachment, execution, distraint, levy, possession or any similar process shall 
be issued by any tribunal against all or any material part of the Company's 
property or assets; or (c) any creditor of the Company petitions or applies to any 
tribunal for the appointment of, or taking possession by, a trustee, receiver, 
custodian, liquidator or similar official for the Company or of any substantial 
parts of the assets of the Company under the law of any jurisdiction, whether now 
or hereinafter in effect, and an order, judgment or decree is entered appointing 
any such trustee, receiver, custodian, liquidator or similar official, or approving 
the petition in any such proceedings; or (d) any order, judgment or decree is 
entered in any proceedings against the Company decreeing the voluntary or 
involuntary dissolution of the Company;
(xxxi)	If there shall occur any denial, forfeiture or revocation by any 
federal, state or local governmental authority of any authorization required by law 
or the expiration without renewal of any such authorization, and such events 
either individually or in the aggregate, materially jeopardize or could reasonably 
be expected to materially jeopardize the System or its operation;
(xxxii)	If any judgment(s) for the payment of money (other than in respect 
of indebtedness for borrowed money) aggregating in excess of Ten Million 
Dollars ($10,000,000) be rendered against the Company and such judgment(s) 
remains either unstayed or unsatisfied for a period of sixty (60) days; 
(xxxiii)	Substantial failure by the Company to establish and 
maintain managerial and operational standards, procedures, records and controls 
to enable the Company to demonstrate, at all times throughout the term of this 
Agreement, that it is, or has been, in compliance with each material term and 
condition of this Agreement (subject to the final sentence in Section 10.1 hereof);
(xxxiv)	A persistent failure by the Company or its Affiliated Persons, as 
applicable, to comply with any of the provisions, terms or conditions of this 
Agreement or with any rules, regulations, orders or other directives of the City or 
the Commissioner after having received notice of a failure to comply, provided 
that no persistent failure shall be deemed to have occurred by reason of actions or 
inactions, taken in the good faith belief that such do not constitute a failure, 
during the pendency of a good faith dispute as to whether such actions or 
inactions constitute a failure; or
(xxxv)	A final determination described in Section 3.8.01.
14.4.03	No Independent Failure To Comply.  If, as a result of a failure 
or alleged failure to comply with a material provision of this Agreement as delineated in 
the foregoing subsections (i) through (xxxv) of Section 14.4.02 hereof, the Company is 
unable to comply with any other material provision(s) which necessarily and directly 
arise(s) out of said failure or alleged failure as delineated in said subsections, such 
inability to comply with such other provision(s) shall not be deemed to be an independent 
failure to comply with a material provision of this Agreement.
14.4.04	Procedures.  The City shall exercise the rights provided in 
Section 14.4.01 hereof in accordance with the procedures set forth below:
(i)	The City shall notify the Company, in writing, of an alleged failure 
to comply with a material provision of this Agreement, which notice shall specify 
the alleged failure with reasonable particularity.  The Company shall, within 
fifteen (15) business days after receipt of such notice or such longer period of 
time as the City may specify in such notice, either cure such alleged failure or, in 
a written response to the City, either present facts and arguments in refutation or 
excuse of such alleged failure or state that such alleged failure will be cured and 
set forth the method and time schedule for accomplishing such cure.
(ii)	The City shall determine (a) whether a failure to comply with a 
material provision has occurred; (b) whether such failure is excusable; and 
(c) whether such failure has been cured or will be cured by the Company.  In 
connection with such determination, the City may consider the Company's 
performance during or prior to the term of this franchise to substantiate a pattern 
or practice of the Company's failure to comply with such material provision.
(iii)	If the City determines that a failure to comply with a material 
provision has occurred and that such failure is not excusable and has not been or 
will not be cured by the Company in a manner and in accordance with a schedule 
reasonably satisfactory to the City , then the City may take any of the actions 
provided in Section 14.4.01 hereof.  In the event the City determines that such 
failure has not occurred, or that such failure either has been or will be cured in a 
manner and in accordance with a schedule reasonably satisfactory to the City, or 
that such failure is excusable, such determination shall conclude the investigation.
(iv)	Notwithstanding the foregoing Section 14.4.04(iii), the City may 
revoke the franchise immediately, by providing written notice to the Company of 
such revocation and the concomitant termination of this Agreement, in the event 
that any of the actions described in Sections 11.1 and 11.2 hereof which require 
prior consent of the City are completed without the prior express written consent 
of the City or if any of the events described in Sections 14.4.02(xxviii) through 
(xxxiii) hereof shall occur.  Termination of the franchise shall be effective 
immediately upon such event. 
1.5	Rights Upon Termination.
14.5.01	Operation of System.  In the event of any termination of this 
Agreement, the City may:  (i) direct the Company to operate the System on behalf of the 
City pursuant to the provisions of this Agreement and such additional terms and 
conditions as are equitable to the City and the Company, for a period of up to twelve 
(12) months; (ii) authorize any other Person to operate the System on behalf of the City; 
or (iii) order the Company to cease all construction and operational activities in a prompt 
and workmanlike manner.
14.5.02	Return of Security Fund.  Within one hundred twenty 
(120) days after the termination of this Agreement due to the expiration of the term of the 
franchise granted herein, the Company shall be entitled to the return of the Security Fund 
deposited pursuant to Section 14.2.01 hereof, or portion thereof as remains on deposit 
with the Comptroller at said termination, provided that all offsets necessary to 
compensate the City for any uncured failure to comply with any provision of this 
Agreement have been taken by the City.  Notwithstanding the foregoing sentence, if the 
Company continues to operate the System following the termination of this Agreement, 
the Company shall not be entitled to a return of the Security Fund until one hundred 
twenty (120) days after the end of such continued operation.  In the event of a 
termination or acceleration of the term of this Agreement for cause due to a material 
breach by the Company pursuant to Section 14.4 or otherwise, such Security Fund shall 
become the property of the City to the extent necessary to satisfy the purposes of the 
Security Fund as set forth in Section 14.2.03 hereof, including the covering of any costs, 
loss or damage incurred by the City as a result of such termination or material breach, 
provided that any amounts in excess of such costs, loss or damage shall be refunded to 
the Company, and provided further that, to the extent the City actually withdraws from 
such Fund amounts used to reimburse the City for such costs, losses or damages, such 
withdrawn amounts shall not also be considered in determining "equitable price" 
pursuant to Section 14.6.03 hereof.
14.6	City's Right To Order Removal or To Acquire or Effect a Transfer of the 
System.
14.6.01	Removal.  The City and the Company intend that the System 
be permanent.  However, in the event of unforeseen circumstances that may arise upon a 
termination, the City, in addition to its rights under Section 14.5.01 hereof, may, in its 
sole discretion, but shall not be obligated to, direct the Company to remove, at the 
Company's sole cost and expense, all or any portion of the System from all Streets and 
other public property within the City, subject to the following:  (i) this provision shall 
not 
apply to underground cable, which cannot be removed; (ii) in removing the System, or 
part thereof, the Company shall refill and compact, at its own expense, any excavation 
that shall be made by it and shall leave all Streets and other property in as good condition 
as that prevailing prior to the Company's removal of the System and without affecting, 
altering or disturbing in any way any electric, telephone or other utility cables, wires or 
attachments (except to the extent such affecting, altering or disturbing is permitted by an 
agreement between the Company and the applicable owner of the cable, wires or 
attachments); (iii) the City shall have the right to inspect and approve the condition of 
such Streets and public property after removal; (iv) the Security Fund, liability insurance 
and indemnity provisions of this Agreement shall remain in full force and effect during 
the entire period of removal and associated repair of all Streets and other public property; 
and (v) removal shall be commenced within thirty (30) days of the removal order by the 
City and shall be completed within twelve (12) months thereafter including all associated 
repair of all Streets and other public property.  Notwithstanding the foregoing, the 
Company may dispose of any portion of the System not designated by the City for 
removal during such twelve (12) month period, provided, however, that if the Company 
fails to complete the removal of the portion(s) of the System designated for removal by 
the City within such period, then all such portion(s) of the System not disposed of and all 
amounts collected for any portion(s) of the System disposed of by the Company during 
such period shall belong to the City, with no price due to the Company.
If, in the reasonable judgment of the Commissioner, the Company fails to 
substantially complete such removal, including all associated repair of Streets and other 
public property within twelve (12) months thereafter, then, to the extent not inconsistent 
with applicable law, the City shall have the right to:  (a) declare that all rights, title 
and 
interest to the System belong to the City with all rights of ownership, including, but not 
limited to, the right to operate the System or to effect a transfer of the System to another 
Person for operation; or (b) authorize removal of the System, at the Company's cost, by 
another Person; and (c) to the extent not inconsistent with applicable law, any portion of 
the System not designated by the City for removal shall belong to and become the 
property of the City without compensation to the Company and the Company shall 
execute and deliver such documents, as the Commissioner shall request, in form and 
substance acceptable to the Commissioner, to evidence such ownership by the City.  The 
Company shall not be required to assign to the transferee proprietary information in the 
System, but shall provide, to the maximum extent feasible and practicable, a perpetual 
(or at least until the later of the end of the term of the Franchise or operation of the 
System), royalty free license to use such proprietary information, provided that no such 
license shall be required with respect to proprietary information that was uniquely 
developed for use in the Company's and/or its Affiliate's cable systems and is not so 
integral to the operation of the System that the System cannot be operated on a 
commercially reasonable basis without such information, and provided further that the 
transferee shall be obligated to use all reasonable efforts to develop or acquire 
information to substitute for such proprietary information, and upon the development or 
acquisition, and use, of such substitute information, such license shall terminate.
14.6.02	Acquisition or Transfer.  Upon any termination and as an 
alternative to ordering removal of the System, the City shall have the right to, and may, in 
its sole discretion, acquire or effect a transfer to a third party acceptable to the City of 
all 
or any part of the System and all components thereof necessary to maintain and operate 
the System pursuant to the terms of this Agreement.  The Company shall not be required 
to assign to the transferee proprietary information in the System, but shall provide, to the 
maximum extent feasible and practicable, a perpetual (or at least until the later of the end 
of the term of the Franchise or operation of the System), royalty free license to use such 
proprietary information, provided that no such license shall be required with respect to 
proprietary information that was uniquely developed for use in the Company's and/or 
Affiliate's cable systems and is not so integral to the operation of the System that the 
System cannot be operated on a commercially reasonable basis without such information, 
and provided further that the transferee shall be obligated to use all reasonable efforts to 
develop or acquire information to substitute for such proprietary information, and upon 
the development or acquisition, and use, of such substitute information, such license shall 
terminate.
14.6.03	Price.  The price to be paid to the Company upon an 
acquisition or transfer by the City to the City or a third party acceptable to the City shall 
depend upon the nature of the termination.  If the franchise terminates at the scheduled 
end of the Term and renewal of the franchise is denied, then the price shall be fair market 
value, determined on the basis of the System valued as a going concern but with no value 
allocated to the franchise itself (i.e., the fair market value of the System valued as a 
going 
concern, with a deduction for the value allocable to the franchise itself), but the price 
shall in no event exceed the price the City is permitted to pay under the City Charter, 
unless otherwise preempted by applicable law.  If the termination is due to the revocation 
of the franchise for cause, including, but not limited to, revocation due to a material 
breach of this Agreement by the Company as provided in Section 14.4 hereof or 
otherwise, then the price shall be an equitable price, determined with due regard to the 
injury to the City and its residents and with no value allocable to the franchise itself, 
which price shall in no event exceed the price the City is permitted to pay under the City 
Charter, unless otherwise preempted by applicable law.  If the City effects an acquisition 
of the System for any reason, and subsequently transfers the System to a third party or the 
City effects a transfer of the System directly to a third party, the Company shall have no 
right to any amounts payable to the City by such third party in excess of the price to be 
paid to the Company for the System as described above.
14.6.04	Valuation Date.  The date of valuation for purposes of the price 
determination pursuant to Section 14.6.03 shall be as of a date no later than the day 
before the City preliminarily elects to acquire or to effect a transfer of the System.  For 
the purpose of determining such valuation, the City shall select a qualified appraiser to 
compute the purchase price in accordance with the aforementioned standards.  If the 
termination is due to an Abandonment of the System by the Company, then there shall be 
no price due to the Company, except to any extent to which the City is expressly required 
by law to make a payment to the Company.
14.7	Company's Obligations.  In the event of any acquisition, transfer or 
Abandonment pursuant to Section 14.6 hereof, the Company shall:
(i)	cooperate with the City or any third party in maintaining 
continuous and uninterrupted distribution of Services over the System;
(ii)	promptly execute all appropriate documents to transfer to the City 
or third party, free of any Liabilities, title to the System, all components thereof 
necessary to operate and maintain the System pursuant to the terms and 
conditions of this Agreement, as well as all contracts, leases, licenses, permits, 
rights-of-way, and any other rights, contracts or understandings necessary to 
maintain the System and the distribution of Services over the System; provided 
that such transfers shall be made subject to the rights, under Article 9 of the 
Uniform Commercial Code as in effect in the State of New York and, to the 
extent that any collateral consists of real property, under the New York Real 
Property Law, of banking or lending institutions which are secured creditors or 
mortgagees of the Company at the time of such transfers; and provided that, with 
respect to such creditors or mortgagees, the City shall have no obligation 
following said transfers to pay, pledge, or otherwise commit in any way any 
general or any other revenues or funds of the City, other than the net operating 
revenues received by the City from its operation of the System, in order to repay 
any amounts outstanding on any debts secured by the System which remain owing 
to such creditors or mortgagees; and provided, finally, that the total of such 
payments by the City to such creditors and mortgagees, from the net operating 
revenues received by the City from its operation of the System, shall in no event 
exceed the lesser of:  (a) the fair market value of the System on the date of the 
transfer of title to the City or (b) the outstanding debt owed to such creditors and 
mortgagees on said date.  Nothing in this Section 14.7 shall be construed to limit 
the rights of any such banking or lending institutions to exercise its or their rights 
as secured creditors or mortgagees at any time prior to the payment of all amounts 
due pursuant to the applicable debt instruments; and
(iii)	promptly supply the Commissioner with all necessary records to 
reflect the City's or third party's ownership of the System and to operate and 
maintain the System, including, without limitation, all Subscriber records and 
plant and equipment layout documents.
14.8	Other Provisions.  The City and the Company shall negotiate in good faith 
all other terms and conditions of any such acquisition or transfer, except that, in the event 
of any acquisition of the System by the City:  (i) the City shall not be required to assume 
any of the obligations of any collective bargaining agreements or any other employment 
contracts held by the Company or any other obligations of the Company or its officers, 
employees, or agents, including, without limitation, any pension or other retirement, or 
any insurance obligations; and (ii) the City may lease, sell, operate, or otherwise dispose 
of all or any part of the System in any manner.
Section 15	
SUBSEQUENT ACTION
15.1	Procedure for Subsequent Invalidity.  In the event that, after the Effective 
Date, any court, agency, commission, legislative body, or other authority of competent 
jurisdiction:  (i) declares this Agreement invalid, in whole or in part, or (ii) requires the 
Company either to:  (a) perform any act which is inconsistent with any provision of this 
Agreement or (b) cease performing any act required by any provision of this Agreement, 
including any obligations with respect to compensation or other financial obligations 
pursuant to this Agreement, then the Company shall promptly notify the Commissioner 
of such fact.  Upon receipt of such notification, the City, acting in good faith, shall 
determine whether such declaration or requirement has a material and adverse effect on 
this Agreement.  If the City, acting in good faith, determines that such declaration or 
requirement does not have a material and adverse effect on this Agreement and that 
compliance with such declaration or requirement by the Company would not materially 
frustrate or impede the ability of the Company to carry out its obligations pursuant to, 
and the purposes of, this Agreement, then the Company shall comply with such 
declaration or requirement.  If the City, acting in good faith, determines that such 
declaration or requirement does have such an effect or that compliance with such 
declaration or requirement by the Company would materially frustrate or impede the 
ability of the Company to carry out its obligations pursuant to, and the purposes of, this 
Agreement, then the Company and the City shall enter into good faith negotiations to 
amend this Agreement, so as to enable the Company to perform obligations and provide 
Services for the benefit of the City and others equivalent to those immediately prior to 
such declaration or requirement, to the maximum extent consistent with said declaration 
or requirement.  In connection with such negotiations, the City and the Company shall 
consider whether the circumstances existing at that time are such that the Company 
should continue to perform such obligations or their equivalent.  If the Company fails to 
negotiate in good faith to produce an agreement which is reasonably acceptable to both 
the City and the Company, then the City may accelerate the term of this Agreement so 
that the term shall expire on a date determined by the City not less than thirty-six 
(36) months after such determination.
15.2	Waiver.  In addition to complying with Section 15.1 hereof, in the event 
that, after the Effective Date, any court, agency, commission, legislative body, or other 
authority of competent jurisdiction:  (i) declares this Agreement invalid, in whole or in 
part, or (ii) requires the Company either to:  (a) perform any act which is inconsistent 
with any provision of this Agreement or (b) cease performing any act required by any 
provision of this Agreement, then the Company expressly agrees nevertheless to comply 
with the terms of this Agreement to the maximum extent permitted by law and expressly 
waives, to the maximum extent permitted by law, any claim it may then or thereafter 
have as to the validity or enforceability of the terms of this Agreement.  To the fullest 
extent it may effectively do so under applicable law, the Company waives any provision 
of law which renders any provision hereof invalid, illegal or unenforceable in any 
respect.
15.3	Reservation of Rights.  To the extent that any statute, rule, regulation, 
ordinance or any other law is enacted, adopted, repealed, amended, modified, changed or 
interpreted in any way during the term of this Agreement so as to enhance the City's 
ability to meet the cable-related needs and interests of the community, the Company and 
the City shall enter into good faith negotiations so as to modify this Agreement and/or 
regulate the System, as applicable, to reflect such enactment, adoption, repeal, 
amendment, modification, change or interpretation and the Company agrees to comply 
with any such modifications or regulations arising out of such negotiations.  If the 
Company fails to negotiate in good faith to produce such modifications and/or such 
regulations which are reasonably acceptable to both the City and the Company, then the 
City may accelerate the term of this Agreement so that the term shall expire on a date 
determined by the City not less than thirty-six (36) months after such determination.  Any 
substantial failure of the Company to comply with the material terms of any such 
modifications or regulations shall be deemed to be a material breach of this Agreement 
pursuant to Section 14.4.02 hereof.  This Section 15.3 shall not apply to laws that 
substantially increase the franchise fees the City is authorized to charge, which as of the 
Effective Date under the Cable Act are limited to five percent (5%) of gross revenues or 
which similarly increase the compensation which the City, in its proprietary capacity, is 
authorized to charge in connection with this franchise.
15.4	Matching.
15.4.01	Matching Provision.  If the City grants, renews or renegotiates 
one or more franchises for the operation of a Cable Communications System in the Initial 
Construction Area in the Existing Franchise pursuant to the Cable Act ("Other Cable 
Franchise") and the Company believes the agreement (hereinafter the "Other Cable 
Franchise Agreement") pursuant to which such Other Cable Franchise is granted bestows 
benefits and imposes burdens on the franchisee which, on balance, are materially more 
advantageous to such third party than the benefits bestowed and burdens imposed on the 
Company by this Agreement are to the Company, then, at any one time after each such 
grant, renewal or negotiation but not sooner than six (6) months after the effective date of 
such event, the Company may request that the City make a determination to such effect 
and, in the event of such a determination, renegotiate the terms and conditions of this 
Agreement as provided below. 
15.4.02	Procedure.  In the event of such a request, the City shall 
reasonably determine, under its standard procedures, whether the Other Cable Franchise 
Agreement bestows benefits and imposes burdens on the third party which, on balance, 
are materially more advantageous to the third party than the benefits and burdens 
imposed by this Agreement are to the Company.
In making a determination under this subsection, the City may consider 
factors such as, but not limited to: (i) the term of each franchise; (ii) the franchise fee 
to 
be paid by each franchisee, including the Company; (iii) the number and density of 
dwelling units to be served; (iv) differences in construction, operational and maintenance 
costs; (v) differences in required system characteristics, including state-of-the-art 
requirements; (vi) differences in service obligations, including Access Channel and 
institutional service requirements; (vii) differences in permitted Company fees and 
charges; and (viii) such other factors and considerations as it considers to be relevant to 
an inquiry into the overall economic comparability of the agreements.
If the City determines that the Other Cable Franchise Agreement bestows 
benefits and imposes burdens on the third party which, on balance, are materially more 
advantageous to the third party than the benefits bestowed and burdens imposed by this 
Agreement are to the Company, then upon the Company's request, the City and the 
Company shall enter into good faith negotiations to modify this Agreement to bestow 
benefits and impose burdens which, on balance, create overall economic comparability 
between this Agreement and the Other Cable Franchise Agreement.  In the negotiations, 
the parties may also consider whether the Company is in substantial compliance with the 
material provisions of this Agreement.
The term "Other Cable Franchise" as used in this Section 15 shall not 
include open video systems, video dialtone systems, or similar systems, or agreements in 
connection therewith.
In the event that another provider(s) of multichannel video programming 
operates in the District and is not required to be franchised by the City, and the Company 
believes it has suffered severe economic harm from such competition because such other 
operator operates on terms that, on balance, are materially more advantageous to the 
competitor than the benefits bestowed and burdens imposed by this Agreement are to the 
Company, the Company may submit a report and petition to the responsible staff person 
at DoITT designated by the Commissioner, which report and petition shall describe the 
nature and extent of the competition and economic harm suffered and any amendment to 
this Agreement that the Company proposes to address such harm.  Such staff person shall 
review the petition and may request additional information from the Company, and shall 
report such staff person's findings and recommendations to the Commissioner.  The 
Commissioner shall make a determination with respect to the petition and forward such 
determination to the appropriate City authorities, who shall determine what further 
action, if any, shall be taken.  Section 16.2 shall not apply to actions under this Section.  
Actions under this Section shall not be arbitrary and capricious.
Section 16	
MISCELLANEOUS
16.1	Appendices.  The Appendices to this Agreement, attached hereto, and all 
portions thereof and exhibits thereto, are, except as otherwise specified in such 
Appendices, incorporated herein by reference and expressly made a part of this 
Agreement.  The procedures for approval of any subsequent amendment or modification 
to said Appendices shall be the same as those applicable to any amendment or 
modification hereof, except as specified in such Appendices or elsewhere in this 
Agreement.
16.2	Action Taken by City.  Any action to be taken by the City and/or the 
Commissioner pursuant to this Agreement shall be taken in accordance with the 
applicable provisions of the City Charter, as said Charter may be amended or modified 
throughout the term of this Agreement.  Whenever, pursuant to the provisions of this 
Agreement, the City, the Company, or any other Person is required or permitted to take 
any action, including, without limitation, the making of any request or the granting of any 
consent, approval, or authorization, the propriety of said action shall be measured against 
a standard of reasonableness (except as expressly agreed otherwise herein).  For the 
purposes of all proceedings before the Commissioner or the City pursuant to this 
Agreement, wherever this Agreement requires that an action be taken or not be taken by 
the Company or the City, on the basis that such action is Economically and Technically 
Feasible and Viable or Commercially Impracticable, the Company shall have the burden 
of demonstrating the existence or lack thereof, as applicable in the case of a particular 
provision of this Agreement, of such action being Commercially Impracticable or 
Economically and Technically Feasible and Viable.
16.3	Compliance with Agreement.  In any dispute, claim or proceeding before 
the City between the parties to this Agreement, the Company shall have the burden of 
demonstrating its compliance with each material term and condition of this Agreement 
for all purposes.  In any administrative proceeding under the Cable Act (including one 
before the City) and in any dispute, claim or proceeding other than one before the City, 
the customary rules applicable to which party bears the burden in such action shall apply.  
From time to time upon the request of the Commissioner, the Company shall have the 
burden of demonstrating for all purposes that it is in compliance with, and has complied 
with, any material term and condition of this Agreement specified by the Commissioner.
16.4	Entire Agreement.  This Agreement, including all Appendices hereto, 
embodies the entire understanding and agreement of the City and the Company with 
respect to the subject matter hereof and merges and supersedes all prior representations, 
agreements, and understandings, whether oral or written, between the City and the 
Company with respect to the subject matter hereof, including, without limitation, all 
prior drafts of this Agreement and any Appendix to this Agreement and any and all 
written or oral statements or representations by any official, employee, agent, attorney, 
consultant or independent contractor of the City or the Company, provided, however, that 
(i) prior to the Effective Date, the Company shall comply with the terms and conditions 
of the Existing Franchise.
16.5	Delays and Failures Beyond Control of Company.  Notwithstanding any 
other provision of this Agreement, the Company shall not be liable for delay in 
performance of, or failure to perform, in whole or in part, its obligations pursuant to this 
Agreement due to strike, war or act of war (whether an actual declaration of war is made 
or not), insurrection, riot, act of public enemy, accident, fire, flood or other act of God, 
technical failure, sabotage or other events, provided the Company has exercised all due 
care in the prevention thereof, to the extent that such causes or other events are beyond 
the control of the Company and such causes or events are without the fault or negligence 
of the Company.  In the event that any such delay in performance or failure to perform 
affects only part of the Company's capacity to perform, the Company shall perform to the 
maximum extent it is able to do so and shall take all steps within its power to correct 
such cause(s).  The Company agrees that in correcting such cause(s), it shall take all 
reasonable steps to do so in as expeditious a manner as possible.  The Company shall 
notify the Commissioner in writing of the occurrence of an event covered by this 
Section 16.5 within five (5) business days of the date upon which the Company learns of 
its occurrence.
16.6	Notices.  Every notice, order, petition, document, or other direction or 
communication to be served upon the City or the Company shall be in writing and shall 
be sufficiently given if sent by registered or certified mail, return receipt requested.  
Every such communication to the Company shall be sent to its office located at 930 
Soundview Avenue, Bronx, New York 10473, Attention:  General Manager, or to such 
other location in New York City as the Company may designate, from time to time.  
Every communication from the Company shall be sent to the individual, agency or 
department designated in the applicable section of this Agreement, unless it is to "the 
City," in which case such communication shall be sent to the Commissioner of DoITT at 
75 Park Place, New York, New York 10007.  A required copy of each communication 
from the Company shall be sent to Corporation Counsel, New York City Law 
Department, 100 Church Street, New York, New York 10007, Attention: Chief, 
Economic Development Division.  Except as otherwise provided herein, the mailing of 
such notice, direction, or order shall be equivalent to direct personal notice and shall be 
deemed to have been given three (3) days after mailing.  Any notice the Commissioner is 
required to give to the Company pursuant to Section 14.2 hereof for which a cure period 
is ten (10) days or less must be served by personal delivery, overnight mail service or 
facsimile transmission.
16.7	Questionnaires.  In accordance with the City's right to effectively enforce 
the provisions of this Agreement, if requested by the Commissioner after consultation 
with the Company, the Company shall, at its own cost and expense, print and mail copies 
of questionnaires or conduct a survey by other means reasonably selected by the 
Commissioner (such as by telephone) (i) from time to time but no more frequently than 
three (3) times during the Term, to a statistically significant sampling of Subscribers, the 
number and general characteristics of such sampling to be selected by the Commissioner 
and (ii) from time to time but not more frequently than twice during the Term, to all or 
any Subscribers as may be designated by the Commissioner, provided that the 
Commissioner shall not require more than one (1) questionnaire or survey under (i) and 
(ii) in the same calendar year.  All such questionnaires or surveys shall be in such form 
and contain such detail as may be specified by the Commissioner.  Such questionnaires 
may solicit responses regarding the Company, the System, or its operation.  Each such 
mailed questionnaire shall be accompanied by an envelope (postage prepaid by the 
Company) addressed as directed by the Commissioner.  In addition, the Company shall 
pay, within five (5) days after the receipt by the Company of a request for payment by the 
Commissioner, all reasonable costs and expenses for any third party(ies) selected by the 
Commissioner, after consultation with the Company, to assist with the design, surveying, 
tabulation and analysis of such questionnaires or surveys.  The Company agrees that the 
costs and expenses described in this Section 16.7 or the Company's payment thereof are 
not within the meaning of the term "franchise fee" as defined by Section 622(g)(1) of the 
Cable Act (47 U.S.C.   542(g)(1)), and are within one or more exclusions to the term 
"franchise fee" provided by Section 622(g)(2)(A)-(D) (47 U.S.C.   542(g)(2)(A)-(D)) of 
the Cable Act.  The Company further agrees that such costs and expenses shall not be 
deemed to be:  (i) "payments-in-kind" or involuntary payments chargeable against the 
compensation to be paid to the City by the Company pursuant to Section 9.1 hereof, or 
(ii) part of the compensation to be paid to the City by the Company pursuant to 
Section 9.1 hereof.
16.8	Additional Representations and Warranties.  In addition to the 
representations, warranties, and covenants of the Company to the City set forth elsewhere 
herein, the Company represents and warrants to the City and covenants and agrees 
(which representations, warranties, covenants and agreements shall not be affected or 
waived by any inspection or examination made by or on behalf of the City) that, as of the 
Closing:
16.8.01	Organization, Standing and Power.  The Company is a 
corporation duly organized, validly existing and in good standing under the laws of the 
State of Delaware and is duly authorized to do business in the State of New York and in 
the City.  The Company has all requisite power and authority to own or lease its 
properties and assets, to conduct its businesses as currently conducted and to execute, 
deliver and perform this Agreement and all other agreements entered into or delivered in 
connection with or as contemplated hereby.  Certified copies of the Company's 
constituent documents, as amended to date, have been delivered to the Commissioner, 
and are complete and correct.  The Company is qualified to do business and is in good 
standing in each jurisdiction in which it conducts business.
16.8.02	Authorization; Non-Contravention.  The execution, delivery 
and performance of this Agreement and all other agreements entered into in connection 
with the transactions contemplated hereby have been duly, legally and validly authorized 
by all necessary action on the part of the Company and Holdings and the Company has 
furnished the City with a certified copy of the resolutions of its Board of Directors or 
other governing body (if there is no Board of Directors) authorizing the execution and 
delivery of this Agreement.  This Agreement and all other agreements entered into in 
connection with the transactions contemplated hereby have been duly executed and 
delivered by the Company and Holdings and constitute (or upon execution and delivery 
will constitute) the valid and binding obligations of the Company and Holdings, and are 
enforceable (or upon execution and delivery will be enforceable) in accordance with their 
respective terms, subject to the qualifications that the availability of the remedy of 
specific enforcement, of injunctive relief or of other equitable relief is subject to the 
discretion of the court before which any proceeding therefor may be brought, and that the 
enforcement of the rights and remedies created hereby is subject to bankruptcy, 
insolvency, reorganization, and similar laws of general application affecting the rights 
and remedies of creditors and secured parties, provided that nothing in the foregoing 
qualifications is intended to diminish or affect the waivers and other covenants set forth 
in Section 16.13 and elsewhere in this Agreement and the City's other rights and 
remedies as provided in this Agreement.  The Company and Holdings, as applicable, 
have obtained the requisite authority to approve, authorize, execute and deliver this 
Agreement and to consummate the transactions contemplated hereby and no other 
proceedings or other actions are necessary on the part of the Company to approve and 
authorize the execution and delivery of this Agreement and the consummation of the 
transactions contemplated hereby.  Neither the Company nor has made any 
representations, warranties, or agreements inconsistent with or with respect to the subject 
matter of this Agreement.  Neither the execution and delivery of this Agreement or 
related agreements by the Company or Holdings nor the performance of their obligations 
contemplated hereby, by the Company or Holdings, will:
(i)	conflict with, result in a material breach of or constitute a material 
default under (or with notice or lapse of time or both result in a material breach of 
or constitute a material default under) (a) any governing document of the 
Company or Holdings or, to the Company's knowledge, any shareholders' 
agreement or other similar agreement among security holders or other owners of 
the Company or Holdings or (b) any statute, regulation, agreement, judgment, 
decree, court or administrative order or process or any commitment to which the 
Company is a party or by which it (or any of its properties or assets) is subject or 
bound;
(ii)	result in the creation of, or give any party the right to create, any 
material lien, charge, encumbrance or security interest upon the property and 
assets of the Company or Holdings; or
(iii)	terminate, modify or accelerate, or give any third party the right to 
terminate, modify or accelerate, any provision or term of any contract, 
arrangement, agreement, license agreement or commitments, except for any event 
specified in (a) or (b) above which individually or in the aggregate would not 
have a material adverse effect on the business, properties or financial condition of 
the Company, Holdings or the System.
16.8.03	Consent.  Except as provided in Section 16.17 hereof, no 
consent, approval or authorization of, or declaration or filing with, any public, 
governmental or other authority (including, without limitation, the FCC, the PSC or any 
other federal agency or any state, country, or municipal agency, authority, commission or 
council, and, if applicable, public utility commissions and other entities) on the part of 
the Company Holdings is required for the valid execution and delivery of this Agreement 
or any other agreement or instrument executed or delivered in connection herewith.
16.8.04	Compliance with Law.  The Company and Holdings each is in 
compliance with all laws, ordinances, decrees and governmental rules and regulations 
applicable to the System and has obtained all government licenses, permits, and 
authorizations necessary for the operation and maintenance of the System, except 
approval by the PSC.
16.8.05	Litigation; Investigations.  Except as disclosed in the certificate 
approved by the Commissioner and the Corporation Counsel and required by Section 
2.2.01(vi) of this Agreement, there is no civil, criminal, administrative, arbitration or 
other proceeding, investigation or claim (including, without limitation, proceedings with 
respect to unfair labor practice matters or labor organization activity matters), pending or 
threatened against the Company, Holdings or other Affiliated Person, at law or in equity, 
or before any foreign, federal, state, municipal or other governmental department, 
commission, board, bureau, agency or instrumentality, including, without limitation, 
matters involving the granting of a temporary or permanent injunction against the 
Company, Holdings or any Affiliated Person that, if granted, would have a material 
adverse effect on the business, operation, properties, assets or financial condition of the 
Company, Holdings or the System, or which questions the validity or prospective validity 
of this Agreement, or of any essential element upon which this Agreement depends, or of 
any action to be taken by the Company, Holdings or any Affiliated Person.  To the best of 
the Company's knowledge after due inquiry, no investigation or review by any 
governmental entity with respect to the Company, Holdings or any Affiliated Person, or 
relating to the System or any of the transactions contemplated hereby is pending against 
the Company, Holdings or any Affiliated Person or is threatened, nor has any 
governmental entity indicated to the Company, Holdings or any Affiliated Person an 
intention to conduct the same, except for PSC review of this Agreement.  Neither the 
Company, Holdings nor any Affiliated Person is subject to any outstanding order, writ, 
injunction or decree which materially and adversely affects the business, operation, 
properties, assets or financial condition of the System.
16.8.06	Full Disclosure.  Without limiting the specific language of any 
other representation and warranty herein, all information furnished by the Company to 
the City in connection with this Agreement, or otherwise related to cable television 
matters by authorized officers of the Company, is accurate and complete in all material 
respects, and includes all material facts required to be stated therein and does not contain 
any untrue statement of a material fact or omit any material fact necessary to make the 
statements therein not misleading.  There is no fact known to the Company or Holdings 
which materially and adversely affects or in the future could reasonably be expected to 
materially and adversely affect the business, operations, properties, assets or financial 
condition of the System, or any part thereof, which has not been set forth in this 
Agreement or the other documents, certificates, and instruments delivered to the City by 
or on behalf of the Company and Holdings specifically for use in connection with the 
transactions contemplated by this Agreement.
16.8.07	Fees.  The Company has paid all franchise, license or other 
fees and charges which have become due pursuant to any franchise or permit and has 
made adequate provisions for any such fees and charges which have accrued.
16.8.08	Licenses and Permits.  The Company has duly secured all 
necessary permits and licenses in connection with the design, construction, operation, 
maintenance, upgrade or repair of the System, or any part thereof, from, and has filed all 
required registrations, applications, reports and other documents with, the FCC, the PSC, 
and if applicable, public utilities commissions and other entities exercising jurisdiction 
over the provision of cable services or the construction of delivery systems therefor.  
Further, no event has occurred which could (i) result in the revocation or termination of 
any such license or authorization, or (ii) materially and adversely affect any rights of the 
Company or Holdings.  No event has occurred which permits, or after notice or lapse of 
time or both would permit, revocation or termination of any such license or which 
materially and adversely affects or, so far as the Company and Holdings can now foresee, 
will materially and adversely affect the System or any part thereof.  The Company has 
obtained all leases, easements and equipment rental or other agreements necessary for the 
maintenance and operation of the System as now conducted.
16.8.09	Ownership Interests.  Appendix G represents a complete and 
accurate description of the ownership structure of the Company, and a complete and 
accurate list of all Persons which hold, directly or indirectly, a ten-percent (10%) or 
greater interest in the Company, and all Persons in which the Company, directly or 
indirectly, holds a ten-percent (10%) or greater interest.
16.9	Additional Covenants.  Until the termination of this Agreement and the 
satisfaction in full by the Company of its obligations under this Agreement, in 
consideration of the franchise granted herein, the Company and Holdings as applicable, 
agrees that it will comply with the following affirmative covenants, unless the City 
otherwise consents in writing:
16.9.01	Compliance with Laws; Licenses and Permits.  The Company 
shall comply with:  (i) all applicable laws, rules, regulations, orders, writs, decrees and 
judgments (including, but not limited to, those of the PSC and the FCC) and any other 
federal, state agency or authority of competent jurisdiction; and (ii) all local laws and all 
rules, regulations, orders, or other directives of the City, and the Commissioner issued 
pursuant to this Agreement.  Such compliance shall include, without limitation, 
compliance with the first sentence of 47 C.F.R.   76.630(a), unless a written waiver has 
been issued and is applicable and in effect pursuant to said Section 76.630(a).  The 
Company shall have the sole responsibility for obtaining all permits, licenses and other 
forms of approval or authorization necessary to construct, operate, maintain, upgrade, 
replace or repair the System, or any part thereof.  The Company shall comply with the 
provisions of New York City Administrative Code   6-115 and 6-115.1 and all rules and 
regulations promulgated thereunder, as such provisions, rules and regulations may be 
amended, modified or succeeded from time to time.  Notwithstanding that said 
provisions, rules or regulations may not apply on their face to the Company as a 
franchisee, the Company shall comply in all respects therewith.
16.9.02	Maintain Existence.  The Company will preserve and maintain 
its existence, its business, and all of its rights and privileges necessary or appropriate in 
the normal conduct of said business, unless any such change shall not have a material 
adverse impact on the Company's ability to construct, operate, maintain and upgrade the 
System as provided herein or fulfill its obligations hereunder.  The Company shall 
maintain its good standing in the state of formation and continue to qualify to do business 
and remain in good standing in each foreign jurisdiction in which it conducts business.  
The Company shall conduct business in accordance with its governing documents, and 
shall comply with the material terms of all mortgages, indentures, leases, contracts and 
other agreements and instruments binding upon it, the failure to comply with which 
would materially affect its ability to perform its obligations under this Agreement, except 
where contested in good faith and by appropriate proceedings.
16.9.03	Financial Condition.  The Company and Holdings shall 
throughout the term of this Agreement and thereafter, for as long as the Company is 
required to construct, operate, maintain and upgrade the System pursuant to this 
Agreement, maintain adequate financial resources to perform all obligations pursuant to 
this Agreement.  Upon request, the Company shall provide to the Commissioner a report 
addressing such matters and in such detail and containing such substance as the 
Commissioner may reasonably determine, demonstrating that it and Holdings can 
perform, on a timely basis, all obligations pursuant to this Agreement and the other 
agreements to which it is or becomes a party in connection herewith.  The Company and 
Holdings shall supplement any such report as the Commissioner may reasonably request.  
The request for a report shall not be made more often than once every two (2) years 
unless the City reasonably believes that there is a material risk that the Company or 
Holdings in light of their financial resources and obligations will not or may not fully 
perform the obligations of this Agreement, in which case the City may immediately 
request such a plan from the Company or Holdings.
16.9.04	Good Faith Negotiations.	 If, based upon any one or more of 
such reports contemplated by the preceding paragraph of this Section 16.9.03 and such 
additional information as the Commissioner shall consider, including any plans 
submitted as contemplated by this Section 16.9.03, the Commissioner reasonably 
determines that there is a material risk that the Company or Holdings will or may not 
perform fully its or their obligations pursuant to this Agreement or such other 
agreements, then the Company, Holdings and the Commissioner shall enter into good 
faith negotiations to amend this Agreement or negotiate terms and conditions which will 
ensure that the Company and Holdings will carry out their respective obligations under 
this Agreement or such other agreements.  If the Company or Holdings decline to 
negotiate or such negotiations fail to produce an agreement that fully addresses the 
financial risks, then the City may accelerate the term of this Agreement so that the term 
shall expire on a date determined by the City not less than thirty-six (36) months after 
such determination.  The remedies of this Section 16.9.03 are expressly made 
nonexclusive and nothing shall affect the City's rights to enforce this Agreement or 
otherwise exercise any other remedies granted hereunder.
16.9.05	Compliance with Agreement.  Consistent with Section 16.13 
hereof, the Company shall at all times comply with all provisions herein and all 
amendments and modifications hereto, and the Company and Holdings shall not 
challenge, in any judicial proceeding or any administrative proceeding involving this 
Agreement (other than general administrative proceedings such as rulemaking 
proceedings or modification proceedings pursuant to Section 625 of the Cable Act (47 
U.S.C.   545)), the validity or enforceability of said provisions herein, under applicable 
law at the Effective Date, all amendments and modifications hereto, under applicable law 
at the Effective Date, and all proceedings in connection with the negotiation or approval 
hereof, under applicable law at the Effective Date, including proceedings before the PSC 
or the FCC.
16.9.06	Condition of System.  All of the material properties, assets and 
equipment of the System are, and all such items added in connection with any upgrade 
will be maintained in good repair and proper working order and condition throughout the 
term of this Agreement.
16.9.07	Restriction on Advertisements.  To the fullest extent permitted 
by applicable law, the Company shall use reasonable efforts to exclude from distribution 
over the System any advertisement, or the advertisement of any product or service, that 
solicits or facilitates incest or sexual abuse.
16.10	Binding Effect.  This Agreement shall be binding upon and inure to the 
benefit of the parties hereto and their respective successors and permitted transferees and 
assigns.  All of the provisions of this Agreement apply to the Company, its successors, 
and assigns.
16.11	No Waiver; Cumulative Remedies.  No failure on the part of the City or 
the Company to exercise, and no delay in exercising, any right hereunder shall operate as 
a waiver thereof, nor shall any single or partial exercise of any such right preclude any 
other right, all subject to the conditions and limitations established in this Agreement.  
The rights and remedies provided herein are cumulative and not exclusive of any 
remedies provided by law or in equity, and nothing contained in this Agreement shall 
impair any of the rights of the City or the Company under applicable law, subject in each 
case to the terms and conditions of this Agreement.  A waiver of any right or remedy by 
the City or the Company at any one time shall not affect the exercise of such right or 
remedy or any other right or other remedy by the City or the Company at any other time.  
In order for any waiver of the City or the Company to be effective, it must be in writing.  
The failure of the City or the Company to take any action in the event of a material 
breach by the other party shall not be deemed or construed to constitute a waiver of or 
otherwise affect the right of the City or the Company to take any action permitted by this 
Agreement at any other time in the event that such material breach has not been cured, or 
with respect to any other material breach by the other party.
16.12	Other Cable Communications System.  If:  (i) no franchise is awarded or 
renewed by the City for the construction, operation, maintenance and upgrade of a Cable 
Communications System in any particular area of the City; or (ii) the City, at any time, 
either terminates any other agreement granting a franchise to construct, operate, maintain 
and upgrade a Cable Communications System in any particular area of the City or 
determines that the franchisee under any such other agreement has materially breached 
said other agreement, then the Company agrees that it shall construct, operate, maintain 
or upgrade, as appropriate, a Cable Communications System in such other area of the 
City upon the order of the City, following negotiations with and receipt of consent from 
the Company.  The City and the Company shall exercise good faith in connection with 
said negotiations.  Said order of the City shall specify the terms and conditions under 
which the Company shall construct, operate, maintain or upgrade a Cable 
Communications System in such other area of the City.  Such terms and conditions shall 
not impose upon the Company obligations greater than those set forth in this Agreement 
without the consent of the Company and shall ensure that the Company's continued 
performance of its obligations pursuant to this Agreement and the construction, 
operation, or maintenance of such Cable Communications System in such other area of 
the City (i) are Economically and Technically Feasible and Viable; (ii) will enable the 
Company to derive a reasonable profit with respect to each franchise area; (iii) will not 
prevent the Company from complying with the terms of this Agreement; and (iv) will not 
be Commercially Impracticable.  In the event that the requirements of this Section 16.12 
are imposed upon the Company with respect to any area for which the City has either 
terminated any other agreement or determined that the franchisee thereof has materially 
breached its agreement, then the terms and conditions specified in the City's order shall 
authorize the Company to undertake the construction, operation, maintenance and 
upgrade of said facility in said area:  (i) through any appropriate entity, which entity may 
be wholly separate from the Company; and (ii) under the same terms and conditions, with 
respect to such matters as financing, termination, and compensation, as are set forth in 
such other agreement.  In the event that the Company, pursuant to Section 14.4.02(xv), 
fails to comply with such order of the City, then the City may terminate this Agreement 
for cause, provided that such right to terminate this Agreement shall be stayed during the 
period of any judicial challenge by the Company of the validity of such order of the City. 
The Company agrees that, in the event of a termination of any other 
agreement to construct, operate, or maintain any other Cable Communications System in 
the City, it shall operate such other System on behalf of the City, if and as directed by the 
City, on such terms and conditions as may be agreed to by the Company and the City, as 
provided in this Section.
16.13	No Opposition.  The Company agrees that neither it nor Holdings shall 
oppose the intervention by the City in any suit, action, or proceeding involving the 
Company with respect to the System or its operation or any material provision of this 
Agreement.  Except as to those matters which may subsequently be validly and finally 
preempted by federal or state law or regulation and which are not lawfully waivable, 
neither the Company nor Holdings will, at any time, set up against the City any claim nor 
institute against the City any proceeding alleging that a condition or term of this 
Agreement is unreasonable, arbitrary, void, or otherwise unenforceable, under the Cable 
Act, 42 U.S.C.   1983 or otherwise, all as in effect on the Effective Date, or that the City 
had no power or authority to make such term or condition. By execution of this 
Agreement, the Company and Holdings accept the validity of the terms and conditions of 
this Agreement in their entirety and hereby waive and relinquish, to the maximum extent 
permitted by applicable law at the Effective Date, any and all rights it (or they) has 
(have) or may have had at any time and may have or may at any time or in any manner 
subsequently acquire, in law or in equity, to assert in any manner at any time or in any 
forum that this Agreement, the franchise granted pursuant to this Agreement, or the 
processes and procedures pursuant to which this Agreement was entered into and the 
franchise was granted are not consistent with applicable law at the Effective Date.  The 
use of the word "claim" above is not intended to limit the ability of the Company or 
Holdings to lobby or exercise its or their First Amendment rights pursuant to the 
parenthetical in Section 16.9.05. 
16.14	Partial Invalidity.  If any section, subsection, sentence, clause, phrase, or 
other portion of this Agreement is, for any reason, declared invalid, in whole or in part, 
by any court, agency, commission, legislative body, or other authority of competent 
jurisdiction, such portion shall be deemed a separate, distinct, and independent portion.  
Except as provided in Section 15 hereof, such declaration shall not affect the validity of 
the remaining portions hereof, which other portions shall continue in full force and 
effect.
16.15	Headings.  The headings contained in this Agreement are to facilitate 
reference only, do not form a part of this Agreement, and shall not in any way affect the 
construction or interpretation hereof.  Terms such as "hereby," "herein," "hereof," 
"hereinafter," "hereunder," and "hereto" refer to this Agreement as a whole and not to the 
particular sentence or paragraph where they appear, unless the context otherwise 
requires.  The term "may" is permissive; the terms "shall" and "will" are mandatory, not 
merely directive.  All references to any gender shall be deemed to include all others, as 
the context may require.  Terms used in the plural include the singular, and vice versa, 
unless the context otherwise requires.
16.16	No Agency.  The Company shall conduct the work to be performed 
pursuant to this Agreement as an independent contractor and not as an agent of the City.
16.17	Operating Authorizations.  The Company shall submit requests for all 
necessary operating authorizations with the FCC and the PSC within sixty (60) days after 
the Effective Date of this Agreement.
16.18	Governing Law.  This Agreement shall be deemed to be executed in the 
City of New York, State of New York, and shall be governed in all respects, including 
validity, interpretation and effect, and construed in accordance with the laws of the State 
of New York, as applicable to contracts entered into and to be performed entirely within 
that State.
16.19	Survival of Representations and Warranties.  All representations and 
warranties contained in this Agreement shall survive the term of the Agreement.
16.20	Delegation of City Rights.  The City reserves the right to delegate and 
redelegate, from time to time, any of its rights or obligations under this Agreement to any 
body, organization or official.  Any such delegation by the City shall be effective upon 
written notice by the City to the Company of such delegation.  Upon receipt of such 
notice by the Company, the Company and Holdings shall be bound by all terms and 
conditions of the delegation not in conflict with this Agreement.  Any such delegation, 
revocation or redelegation, no matter how often made, shall not be deemed an 
amendment to this Agreement or require any consent of the Company or Holdings.
16.21	Claims Under Agreement.  The City and the Company, on its behalf and 
on behalf of Holdings, agree that, except to the extent inconsistent with Section 635 of 
the Cable Act (47 U.S.C.   555), any and all claims asserted by or against the City arising 
under this Agreement or related thereto shall be heard and determined either in a court of 
the United States located in New York City ("Federal Court") or in a court of the State of 
New York located in the City and County of New York ("New York State Court").  To 
effectuate this agreement and intent, the Company agrees that if the City initiates any 
action against the Company in Federal Court or in New York State Court, service of 
process may be made on the Company either in person, wherever such Company may be 
found, or by registered mail addressed to the Company at its office in the District as 
required by this Agreement, or to such other address as the Company may provide to the 
City in writing.
16.22	Modification.  Except as otherwise provided in this Agreement, any 
Appendix to this Agreement or applicable law, no provision of this Agreement nor any 
Appendix to this Agreement, shall be amended or otherwise modified, in whole or in 
part, except by an instrument, in writing, duly executed by the City and the Company.
16.23	Third-Party Beneficiaries.  Except as expressly provided in this 
Agreement, this Agreement is not intended to, and does not, create any rights or benefits 
on behalf of any Person  other than the parties to this Agreement.


-- end of page --
[signatures appear on the following page]

IN WITNESS WHEREOF, the party of the first part, by its Deputy Mayor, 
thereunto duly authorized, has caused the corporate name of said City to be hereunto 
signed and the corporate seal of said City to be hereunto affixed and the party of the 
second part, by its officers thereunto duly authorized, has caused its name to be hereunto 
signed and its seal to be hereunto affixed as of the date and year first above written.
	THE CITY OF NEW YORK



	By  
______________________________________
___
		Deputy Mayor Joseph Lhota


Approved as to form:



__________________________________
    Acting Corporation Counsel




	Cablevision Systems New York City 
Corporation



	By  
______________________________________
___
	       Name:	Sheila Mahony
	       Title: 	Senior Vice President


(Seal)


Witness:



						
Name:
Title:

CITY OF NEW YORK     	)
	) ss:
STATE OF NEW YORK	)



I, Aaron J. Polak, a Notary Public in and for the State of New York, residing therein, duly 
commissioned and sworn, do hereby certify that Joseph Lhota, Deputy Mayor of the City 
of New York, party to the above instrument, personally appeared before me in said State 
on the 8th day of October, 1998, the said Joseph Lhota being personally well known to me 
and who executed the foregoing instrument and acknowledged to me that he executed the 
same as his free act and deed in his capacity as Deputy Mayor of the City of New York.




						                           
		Notary Public




CITY OF NEW YORK	)
	) ss:
STATE OF NEW YORK	)


I, Aaron Polak, a Notary Public in and for the State of New York, residing therein, duly 
commissioned and sworn, do hereby certify that Sheila Mahony, Senior Vice President, 
of Cablevision Systems New York Corporation, party to the above instrument, personally 
appeared before me in said State on the 8th day October, 1998, the said Sheila Mahony 
being personally well known to me and who executed the foregoing instrument and 
acknowledged to me that he executed the same as his free act and deed.




						                           
		Notary Public





















APPENDIX A [Brooklyn]



SYSTEM CHARACTERISTICS AND
TECHNICAL PERFORMANCE/TESTING REQUIREMENTS


APPENDIX A




SYSTEM CHARACTERISTICS
Technical Features
Headend/Hub Design and Intrasystem Interconnection.  The System may 
contain one or more headends/hubs/satellite earth stations/office/maintenance 
complex(es).  Each headend and hub(s) will have Downstream and Upstream capability 
and all equipment necessary to provide Two-way services and intrasystem and 
intersystem interconnection.
System Bandwidth and Access Connectivity.  The basic plant for the 
System will consist of a Subscriber Network with one or more coaxial or fiber optic 
cables.  The System shall be a fully activated Two-way network.
At the completion of the Upgrade (as defined in and in accordance 
with the terms, schedule and sequence as set forth in Appendix B of this 
Agreement), the Subscriber Network will have activated Upstream bandwidth of 
at least 35 MHz, and total activated Downstream bandwidth of at least 800 MHz.  
The Company presently intends to achieve this capacity for the Subscriber 
Network through the use of a hybrid-fiber-coax (HFC) architecture system, 
providing for 5-40 MHz Upstream and 54-862 MHz Downstream.
Within nine (9) months after request by the Commissioner, or such longer 
period as the Commissioner may authorize, the Company shall interconnect, with the 
appropriate capacity to transmit simultaneously all of the Governmental Channels via 
transmission paths equal in number to the number of Governmental Channels, the 
Governmental distribution center to the Company's head-end, and (2) interconnect, via 
one (1) transmission path for each Governmental production/studio facility, each 
Governmental production/studio facility up to a maximum of three facilities citywide to 
the Governmental distribution center; and (ii) Within nine (9) months after request by the 
Commissioner, in consultation with the Community Access Organization (CAO), or such 
longer period as the Commissioner may authorize, the Company shall: (1) interconnect, 
via transmission paths equal in number to the number of Public Channels, the CAO 
distribution center to the Company's head-end, (2) interconnect, via one (1) transmission 
path, the primary CAO production/studio facility to the CAO distribution center, (3) 
interconnect, via one (1) transmission path for each remote CAO production/studio 
facility, each such remote CAO production/studio facility to the CAO distribution center, 
except that the maximum aggregate length of the interconnections that the Company 
shall be required to provide shall not exceed four (4) City blocks for the Borough in 
which the CAO operates.  These dedicated paths shall be on fiber optic cables employing 
wide band FM or digital transmission characteristics and providing performance quality 
for video and stereo audio Signals which is effectively transparent except that the 
technological specifications herein shall not apply to transmission paths for collocated 
facilities that were provided on coaxial cable as of the Effective Date of this Agreement.  
Interconnection If Number of Access Channels Changes.  If the number of 
Access Channels on the Subscriber Network changes, the Company shall interconnect 
such additional Channel(s) from the Access Channel distribution center(s) to the 
Company's head-end(s) and shall provide other interconnection(s) as required by Section 
4.1.03 of this Agreement.
Interactive Capability.  The System will be activated for Two-way 
capabilities and will offer Two-way interactive services as they become Economically 
and Technically Feasible and Viable.
Emergency Alert Systems (EAS).  The Company shall comply with 
Section 4.4.02 of this Agreement, provide appropriate connectivity for the City to 
transmit emergency alerts using any EAS equipment required by applicable law, and, 
upon request of the Commissioner, meet with representatives designated by the City to 
establish emergency alert plans and procedures.
Standby Power.  Where installed, all amplifiers and power supplies related 
to the coaxial trunk lines of the Subscriber Network will have standby power supplies 
capable of at least three (3) hours of standby operations.  The headend(s) and hubs will 
have automatic switchover engine-generated standby power, capable of powering all 
headend/hub electronics for a minimum of twenty-four (24) hours, except where 
prohibited by lease or regulation, in which case the headend(s) and hubs will be equipped 
with such standby power capability as is permissible and reasonably practicable.  The 
Company shall follow the standby power provisions of the Engineering Analysis and 
System Architecture (EASA) plan as set forth in III of this Appendix A.
Status Monitoring.  Where previously installed, a status monitoring system 
will continually and automatically monitor the performance of all amplifiers and power 
supplies related to the trunk lines of the Subscriber Network.  The Company will monitor 
the status of its trunk line amplifier system to the fullest extent possible given the 
reporting capability of status monitoring equipment.  The Company shall follow the 
EASA upgrade plan submitted with regard to status monitoring.  Trunk lines will be 
replaced by fiber extending to node locations and therefore status monitoring may only 
be needed to monitor node activity.
Parental Control Options.  Each Subscriber will be supplied a method for 
exercising parental control as provided in Section I.D. of this Appendix A.
Service Delivery Techniques.  The Subscriber Network shall be 
addressable.  Addressable converters or other State-of-the-Art addressable technology 
allowing for changes in service configurations without interruption of Service or the need 
to enter any Subscriber's premises will be utilized in the System and provided by the 
Company to any Subscriber who subscribes to any Service requiring such a device.
Interconnection.  The System will be interconnected to other Cable 
Communications Systems in accordance with the terms and conditions of this 
Agreement.  As part of the Upgrade the Company shall change the technology used for 
interconnection to digital transmission to reduce the degradation of audio, stereo, 
surround sound, and video transmissions.  The completion of the change to digital 
interconnection transmission shall be concurrent with completion of the Upgrade of the 
cable systems.
Service Capability
Services of the Subscriber Network
Local and Distant Off-the-Air Signals
The System will be capable of providing local off-the-air 
broadcast Signals.

Automated Services
The System will be capable of providing automated 
information services.

Public, Educational and Governmental 
Access Channels			
The Company will provide these Channels in accordance with 
Section 4.1 of this Agreement.

Local Cultural, Local News, Local Sports, Local Children's 
Programming and Other Categories of Local Origination Programming	
		
The System will have the capability to provide local 
origination programming.

			e.	Nonpay Satellite or Microwave 
Programming Services           

				The System will have the capability to provide nonpay satellite 
or microwave programming services.

			f.	Cable Programming Services

				The System will have the capability to provide cable 
programming services.

			g.	Pay Services

				The System will be capable of offering pay services.

			h.	Leased Services

				Leased Channels shall be provided in accordance with Section 
3.7 of this Agreement.

			i.	Interactive Services

				The Company will facilitate the development of interactive 
Services for the Subscriber Network.

			j.	Services for Physically
				Challenged Persons      

				The Company will comply with the obligations for Physically 
Challenged Persons set forth in Section 4.4.01 of this 
Agreement.  The Company shall make available to Subscribers 
on Medicaid who are Physically Challenged remote control 
devices at a price not exceeding the Company's cost therefor.

			k.	Services for Senior Citizens

				The Company will develop means of making its equipment 
easier for Senior Citizens to use.  At a minimum, the Company 
will supply Subscribers who are Senior Citizens on Medicaid 
with remote control devices at a price not exceeding the 
Company's cost therefor.

			l.	Other

				Nothing contained in this Appendix A or elsewhere in this 
Agreement shall be construed as a requirement that the 
Company provide any specific or broad category of 
programming.

		2.	The Institutional Network

			The Institutional Network shall be established as provided in 
Appendix E to this Agreement.

	C.	Production Facilities

	The Company will make available to the Community Access Organization and to 
the City the public, educational and governmental access facilities and equipment or capital 
grants specified in Appendices D and E to this Agreement.

	D.	Parental Control Devices

	At the Subscriber's request, the Company shall provide to each Subscriber either 
(i) within twenty-four (24) hours of a Subscriber's written or oral request, a parental 
control 
device, or the form of a converter with a parental control feature; or (ii) within a 
reasonable 
time after the request, a filter, trap or similar system by which the Subscriber can prohibit 
viewing of a particular Cable Service during periods selected by that Subscriber.  The 
choice of (i) or (ii) shall rest with the Company.


I.  PERFORMANCE AND TESTING REQUIREMENTS

	II.	Performance Standards

		1.	General

	The System shall be constructed, operated, maintained and upgraded, as a 
State-of-the-Art Cable Communications System consistent with the obligations of Section 3 
of this Agreement.  The Company shall strive to attain the best possible technical 
performance for the System, consistent with such sound engineering practices as are 
Economically and Technically Feasible and Viable.

	At a minimum, throughout the term of the franchise, the System shall be designed 
and operated so as to meet all applicable technical performance standards, regulations and 
guidelines.

		2.	Signals/Channels

	For purposes of this Agreement, initially and until such time as the City and the 
Company otherwise agree, the spectrum capacity of each type of Channel utilized on the 
System shall be as follows:

			a.  Analog Video Channel -- 6 MHz provided in analog form, which 
shall include both the visual and aural carriers and corresponding side bands that constitute 
the picture and sound of a television program;

			b.  Audio Channel -- an FM audio Signal occupying 200 kHz of 
bandwidth, with 400 kHz spacing, the Signal strength of which shall not exceed that of the 
audio subcarrier of the nearest Video Channel nor be less than -16 dBmV at the receiver 
terminals (reference O dBmV equals 1,000 microvolts across 75 ohms) or an equivalent 
audio Signal utilizing an appropriate modulation technique so as to render the quality of the 
Signal no less than that of an FM audio Signal;

			c.  Data Channel -- a band of frequencies to be determined by the 
interface devices used to translate the Data Signal; usually 3 kHz to 6 MHz depending upon 
speed of data transmission.  (In some cases, the bandwidth may exceed 6 MHz.)

	All Signals distributed over the System, shall conform to the performance 
standards set forth in II.A.3. of this Appendix A.

		3.	Performance Standards

	The performance standards, including design and operating standards, for the 
System are those that have been established by the FCC and the standards contained in the 
Company's EASA plan as set forth in III of this Appendix A, which are contained in Exhibit 
1 to this Appendix A.  Prior to the provision of digital service, the technical 
specifications 
for such service shall be approved by the Commissioner, such approval not to be 
unreasonably withheld or delayed.

	A.	Testing

		1.	Testing Procedures

	The Commissioner shall, after consultation with the Company, establish 
reasonable procedures for testing the technical performance of the System in accordance 
with all applicable technical performance standards, regulations and guidelines.  Such 
procedures shall include both the initial proof-of-performance tests for any upgrade of the 
System and periodic tests of the System and shall be consistent with the testing 
considerations set forth in II.B.2. of this Appendix A.

		2.	Testing Considerations

			a.	General

	The tests to be conducted of the technical performance of the System shall be 
designed to ensure compliance by the Company with all applicable performance standards.  
With respect to the performance standards that are set forth in Exhibit 1 to this Appendix A, 
the design standards shall apply to the design of the System and compliance with these 
standards will be evaluated in connection with the Company's EASA plan as set forth in III 
of this Appendix A.

	The design/operating standards will be used in connection with the periodic 
operating tests of the System throughout the term of this Agreement, which at a minimum 
will occur:  (i) following construction of the Upgrade (or any subsequent upgrade) of the 
System; (ii) semiannually,  during the extremes of climate conditions (summer and winter), 
and (iii) at periodic intervals as established in the testing procedures based upon factors 
such 
as number or location of Subscriber complaints regarding reception problems.

	The Company shall give the Commissioner prior notice of any such test to be 
conducted by the Company pursuant to this Section II.B.2.a of this Appendix A so that the 
City may arrange to have an engineer present.  The failure of City personnel to attend any 
test shall not relieve the Company of its obligation to conduct any test.  The Company shall 
also make available to the engineer(s) designated by the Commissioner the mobile testing 
facilities required by Section 6.11.04 of this Agreement to enable the City to conduct tests 
of the technical performance of the System.  The mobile testing vehicle and equipment will 
be made available from time to time upon the request of the engineer(s) designated by the 
Commissioner; such vehicle and equipment necessary to perform all tests occasioned by 
Subscriber complaints shall be made available upon twenty four (24) hours' notice when 
such tests are required in response to Subscriber complaints; and such vehicle together with 
all equipment specified by such engineer(s) from among the equipment listed in Exhibit 2 to 
this Appendix A shall be made available on the next business day after request by such 
engineer(s) for all other tests deemed necessary or appropriate by the Commissioner.  All 
such tests at the City's request will be conducted by the Company's personnel with the City's 
engineer(s) present.

			b.	Compliance with Design Standards

	In the event of the Company's failure to meet the design standards, either in 
connection with the Engineering Analysis and System Architecture plan as described in III 
of this Appendix A, or any initial proof-of-performance test (or equivalent test, as 
described 
above) in any area, the Company shall take immediate corrective action either:   (i) prior to 
construction, in the case of a design failure; or (ii) as a condition to continued operation 
of 
the System in any area, in the case of a failure of any initial proof-of-performance test (or 
equivalent test, as described above).

			c.	Failure to Comply with Operating Standards

	The Company's failure to meet the operating standards on any one occasion in 
connection with any test of the System will not subject the Company to any breach under 
this Agreement, but will obligate the Company to undertake immediate corrective action, as 
described below.  Substantial failure to pass operating tests or repeated refusal to take 
corrective action in the event of such failures shall constitute a material breach of this 
Agreement, as provided in Section 14.4.02(ii) of this Agreement.

	If the System meets the operating standards on all Channels at the time of any 
test, no further action by the Company will be required.  If the System fails to meet one or 
more of the operating standards at the time of any test, the Company will immediately 
investigate the cause of such failure and, to the extent such cause is within the Company's 
control, the Company shall correct such cause within thirty (30) days, provided that such 
thirty (30) day correction period shall be extended on a day-to-day basis during the period 
in 
which the Company is diligently and continuously correcting such cause to the satisfaction 
of the Commissioner.  At the conclusion of said period, an additional test will be conducted 
to determine whether the corrective actions have brought the System into compliance with 
the operating standards.

	In the event of a failure to meet the operating standards on any Channel at the 
time of any test, the Company will be permitted to show that such failure was due to 
circumstances beyond its control; for example, due to the quality of received Signals or 
tapes prepared by Persons other than the Company or the quality of any converter or other 
terminal device attached to a Subscriber's television which was not supplied by the 
Company or any Affiliated Person.  A reasonable determination will be made by the 
Commissioner, in consultation with the Company, as to whether the failure to meet the 
operating standards on any Channel was due to circumstances beyond the Company's 
control, provided that, if a City engineer is present at the time of the test and such 
engineer 
determines that such failure is solely due to circumstances beyond the Company's control, 
no further action by the Company will be required.  If the failure was due to circumstances 
beyond the Company's control, the Company will not be required to take further steps with 
respect to the failure, but may take such corrective action it deems appropriate to overcome 
the problem.  If the failure was due to circumstances within the Company's control, the 
Company will correct the failure, after which an additional test will be conducted.

		3.  Mobile Testing Capability

	In order to enable the Company to test the performance of the System to perform 
in accordance with Exhibit 1 to this Appendix A, the Company shall secure and 
continuously maintain:  (i) all necessary testing and monitoring equipment specified in 
Exhibit 2 to this Appendix A to this Agreement, or its equivalent; (ii) any other equipment 
necessary to monitor the performance of the System as may be specified by the 
Commissioner; and (iii) a mobile testing vehicle capable of containing and having all such 
equipment installed therein promptly, and which shall be used for the purpose of such tests.

	B.  Modifications

	If requested by the City or the Company, representatives of the City and the 
Company will meet to consider revisions to the performance standards and testing 
procedures.


 III.  ENGINEERING ANALYSIS AND SYSTEM ARCHITECTURE (EASA)

	A.  Purpose

	The Engineering Analysis and System Architecture (EASA) shall ensure that, as 
constructed and operated pursuant to the Upgrade, the System shall be able to provide the 
capacity and Services required by this Agreement in a manner consistent with the applicable 
performance standards.

	B.  EASA Plan

	The Upgrade shall conform to the Engineering Analysis and System Architecture 
plan (EASA plan) pursuant to this Section III.B. of this Appendix A.  As provided in Section 
6.1 of this Agreement, the EASA plan, which shall contain the construction schedule as set 
forth in Section II of Appendix B of this Agreement, shall be approved by and filed with the 
City on or before June 30, 1999, or such other date(s) as may be otherwise required pursuant 
to 9 NYCRR  595.1, and shall be attached hereto as Exhibit 3 and incorporated herein and 
made a part of this Agreement.

	The version of the EASA plan and all subsequent additions or modifications to 
such version, as accepted by the Commissioner, shall be set forth as Exhibit 3 to this 
Appendix A and shall be incorporated herein and made a part of this Agreement.  All 
material modifications thereto shall be subject to the approval of the Commissioner.  Prior 
to any material deviation by the Company in design or characteristics of the System from 
those set forth in the EASA plan, the Company shall submit to the Commissioner a 
description of the proposed deviation and the justification thereof, together with any 
additional information as may be reasonably specified by the Commissioner.

	C.  Contents

	The version of the EASA plan shall contain, at a minimum:

		1.  A description of the design philosophy and principal assumptions for the 
System;

		2.  A listing of all operating margins for the upgraded System over the full 
temperature range to meet the applicable performance standards;

		3.  A description of all steps to be taken by the Company to ensure System 
reliability and to protect against failures to meet the performance standards (in lieu of a 
full 
reliability analysis);

		4.  A description of all channeling plans and switching systems to be 
utilized, together with the proposed assignment, (both Dial Location and spectrum 
allocation), of all Channels on the Subscriber Network;

		5.  All information necessary to comply with applicable local laws, rules, or 
regulations, including, without limitation, all environmental review requirements; and

		6.  The System Architecture, which shall include, at a minimum:

 			a.  a block diagram of all principal sections of the System (e.g., 
headends, hubs, distribution plant, and optical electronics) showing the function and 
interconnection of all principal equipment to be utilized; 

			b.  design maps for all principal sections of the System, including:

		--	the headend(s)

		--	hubs
			
		--	nodes

		--	trunk cables

		--	feeder cables

		--	proposed studios and other production facilities, and

		--	antennas, microwave towers, and satellite earth stations and uplink; 
and

			c.  the detailed plan for the sequence of construction of the System, as 
required in Section 6.1 of this Agreement.

Throughout construction of the System pursuant to the Upgrade and any other upgrade of 
the System, as requested by the Commissioner, the Company must submit actual "as built" 
maps as the Upgrade proceeds













PERFORMANCE STANDARDS

















EQUIPMENT FOR MOBILE TESTING CAPABILITY


MOBILE TESTING CAPABILITY

EQUIPMENT-MODEL 	USAGE	

Tektronix/HP Spectrum	Distortion measurements	
Analyzer 		

Computer/Printer	Documentation and
	printing of data	

Rohde & Schwartz	Demodulate rf
Demodulator	to test video	

TV Monitor/Receiver	Analyze video	

Signal	To measure signal
level meter	level	

Signal leakage	To measure signal
detection system	leakage (FCC CLI)	

Tektronix VM 700/A	To test video and
video and audio	audio parameters
measurement test set
(including VITS
generator and audio
generator).		
Band Pass Filters	To filter channels
	being tested	

Switchable	To adjust level of
Attenuators	signal being tested

Tools, cables, 		
misc.

Mobile Vehicle	




















ENGINEERING ANALYSIS AND SYSTEM ARCHITECTURE


[TO BE INSERTED UPON APPROVAL
BY THE COMMISSIONER.]




APPENDIX B

CONSTRUCTION TERMS, SCHEDULE, AND SEQUENCE

APPENDIX B

CONSTRUCTION TERMS, SCHEDULE, AND SEQUENCE
CONSTRUCTION TERMS
Location of Cable
The Company shall install all cables in a manner consistent with existing 
telephone and public utility lines.  Where such lines are underground at a particular 
location 
(other than on private property), the Company shall install its cable underground, except as 
otherwise provided in this Agreement or as otherwise approved by the agencies of the City 
having jurisdiction over such matters.  Where either of such lines are above ground at a 
particular location, the Company may elect to install its cables above ground.
Whenever possible, the Company shall utilize existing telephone or public utility 
poles, ducts, conduits, or other facilities for the installation of cables.  In any case in 
which the 
Company, directly or indirectly, owns, or controls the use of, a pole, the Company shall make 
use of such pole available to other cable television franchisees in a manner comparable to 
the 
manner in which public utility poles are to be made available under 47 U.S.C.   224.
Wherever existing telephone or public utility poles, ducts, conduits, or other 
facilities cannot accommodate the installation of the Company's cables, or whenever the 
owners 
or operators of such facilities refuse to make available their existing facilities, or 
construct new 
facilities, for the installation of the Company's cables, the Company may, consistent with 
Section 
6.4 of this Agreement, install additional facilities (subject to the obligation to obtain all 
necessary permits from the City's Department of Transportation and/or other applicable City 
agencies, including, without limitation, with respect to installation of additional above-
ground 
poles or similar facilities, land use review pursuant to Department of City Planning 
requirements); provided that nothing herein shall be deemed to relieve said owners or 
operators 
of any existing obligation they may have to make available their poles, ducts, conduits, and 
other 
facilities for the installation of the System.  For purposes of this subsection 3, the term 
"facilities" shall include, without limitation, facilities providing underground access from 
the 
main ducts into each block.
For purposes of this Appendix B, references in this Appendix B to telephone or 
public utility facilities shall be deemed to include (without limitation), where applicable, 
facilities of Empire City Subway Company, Ltd.
Specific Terms
As provided in this Agreement, the Company shall comply with all applicable 
federal, state and City laws, rules, regulations, codes, and other requirements in connection 
with 
the construction, operation, repair, upgrade and maintenance of the System.
The installation of all cables, wires, or other component parts of the System in 
any structure shall be undertaken in a manner which does not interfere with the operation of 
any 
existing MATV, SMATV, MDS, DBS, or other distribution system in said structure, including 
any conduit used in connection with such other system.  For the purpose of routine 
maintenance, 
repair, connection, installation, or disconnection, all System cabling and wiring in any 
structure 
shall be accessible from the "tap side" (or other facility that the Commissioner has 
determined 
provides comparable benefits to "tap side" access) in a public hallway, roof, basement, 
stairwell, 
or other public area in said structure.  The Company will comply with all applicable laws 
regarding use by other multi-channel video providers of the Company's conduit, molding and 
similar enclosures for cable and related facilities, within buildings.
The Company must comply with, and shall ensure that its subcontractors comply 
with, all rules, regulations and standards of the Department of Transportation.  If the 
construction, upgrade, repair, maintenance or operation of the System does not comply with 
such 
rules, regulations and standards, the Company must, at its sole cost, remove and reinstall 
such 
cables, wires or other component parts of the System to ensure compliance with such rules, 
regulations and standards.
The Company shall comply with all applicable sections of the building and 
electrical codes of the City of New York and where the nature of any work to be done in 
connection with the installation, construction, operation, maintenance, repair, removal or 
deactivation of cable television facilities and associated equipment on, over, and under the 
inalienable property of the City requires that such work be done by an electrician, the 
Company 
shall employ and utilize only licensed electricians.

CONSTRUCTION OF UPGRADE
No later than June 30, 1999, or such other date(s) may be otherwise provided pursuant to 
9 NYCRR   595.1, the Company shall submit a planned upgrade construction schedule and 
specific construction sequencing plans (including a color coded map by year, the estimated 
number of homes upgraded in each sequence and a separate map depicting the projected head-
end(s), hub(s) and fiber backbone routes and locations).  All such construction schedules 
shall be 
fully justified on the basis of factors which will affect construction in the City, and 
Company 
shall set forth any factors which may adversely affect its ability to meet the schedules.  
The 
Company must report any material deviation from the original upgrade construction schedule 
and sequence to the Commissioner on a quarterly basis until the completion of the Upgrade.
The Upgrade shall be initiated in 1999 and completed by December 31, 2003, unless the 
schedule for completion is amended in accordance with the terms of this Agreement.
Not less than thirty (30) days prior to completion of the Upgrade, the Company shall 
notify the Commissioner that the Upgrade is substantially complete.  The Commissioner and the 
Company shall arrange for such inspections as the Commissioner shall deem appropriate to 
ascertain whether the Upgrade has been completed as scheduled.  The Commissioner shall 
accept the completion of the Upgrade upon the Commissioner's satisfaction that the 
obligations 
of the Company to complete the Upgrade have been fulfilled in all respects.
Upon completion of the Upgrade, the Company shall be capable of providing the 
upgraded Service to every block in the Initial Construction Area in the Existing Franchise 
except 
as provided in Section 3.2.02 of this Agreement.  Upgraded Services shall be made available 
in 
incremental stages as construction progresses and sound technical and administrative practice 
permits.

MODIFICATIONS AND AMENDMENTS
This Appendix may not be modified or amended without prior approval of the City, 
provided that the Commissioner may, upon petition of the Company, amend or grant other 
appropriate relief from the construction terms set forth in Section I of this Appendix, and 
the 
plan(s) for the sequence of construction as described in Section II of this Appendix.


















COMMUNITY ACCESS ORGANIZATION

GRANT AGREEMENT

BETWEEN

CABLEVISION SYSTEMS NEW YORK CITY CORPORATION

AND

BROOKLYN COMMUNITY ACCESS TELEVISION


			GRANT AGREEMENT


THIS AGREEMENT (the "Agreement") made on this 8th day of October, 
1998, between Brooklyn Information and Culture, Inc., a New York not-for-profit 
corporation, acting through its division, Brooklyn Community Access Television, the 
Community Access Organization (the "CAO") designated by the Borough President of 
Brooklyn (the "Borough President"), with a place of business at 57 Rockwell Place, 2nd 
Floor, Brooklyn, New York 11217, and Cablevision Systems New York City 
Corporation (the "Company"), with a place of business at One Media Crossways, 
Woodbury, New York 11797.

WHEREAS, the City of New York (the "City") has entered into a 
Franchise Agreement granting the Company a franchise to construct, operate, and 
maintain a cable television system (the "System") in the Borough of Brooklyn (the 
"Borough"); and

WHEREAS, the Franchise Agreement requires the Company to place 
under the jurisdiction of the CAO at least four (4) channels on the System, to be known 
as Access Channels, and to supply to the CAO any ongoing support payments and capital 
grant as may be agreed upon between the CAO and the Company; and

WHEREAS, the City has determined that to facilitate open, 
nondiscriminatory access to the System and to protect the public interest in the 
development of public services and programming, an independent not-for-profit 
organization should be created; and

WHEREAS, the CAO is a not-for-profit corporation organized pursuant 
to New York State law and has been designated by the Borough President as the CAO to 
receive such ongoing support payments and capital grants as shall be made available by 
the Company pursuant to this Agreement; and

WHEREAS, the CAO has been organized to operate for charitable and 
educational purposes within the meaning of Section 501(c)(3) of the Internal  Revenue 
Code of 1954, as amended (the "Code"), including, among other purposes, the 
administration and management of public access channels in the Borough, and such 
other purposes which shall qualify the CAO as exempt under Section 501(c)(3) of the 
Code; and

WHEREAS, the CAO shall obtain the funds necessary to carry out its 
purposes and objectives from the ongoing support payments and capital grants provided 
for herein and from any other lawful sources; and

WHEREAS, the Company desires to support the purposes and objectives 
of the CAO and to cooperate and participate in the development and production of 
public services and programming to be distributed on the Access Channels and to be 
made available to all cable television subscribers; and

WHEREAS, the, CAO will engage in activities and will develop 
programming to be distributed on the Access Channels for the benefit of Subscribers, as 
defined in the Franchise Agreement, to the System, thereby enhancing the value of the 
franchise and the System to the Company and increasing the public service potential of 
cable television in the City;

NOW THEREFORE, in consideration of the foregoing clauses, which 
clauses are hereby made a part of this Agreement, and the mutual agreements herein 
contained, the parties agree as follows:

SECTION I - GRANT OF SUPPORT TO THE CAO

1.1         Requirements of Franchise Agreement

Pursuant to the Franchise Agreement, the Company shall make available 
to the CAO the ongoing support payments and capital grant provided for herein.

1.2	Ongoing Support for Operations and Programming

1.2.01.	The Company shall make annual ongoing contributions 
to the CAO: (1) to assist in defraying the operating expenses of the CAO and the 
expenses of the activities that the CAO may undertake and (2) to be used by the CAO to 
make grants to qualified persons for the development of programming for the Access 
Channels and to support the programming initiatives of the CAO. From the effective date 
of this Agreement through December 31, 2003, the Company shall pay to the CAO an 
annual ongoing contribution equal to Three Dollars and Fifty Cents ($3.50) per 
Subscriber to Basic Service. From January 1, 2004 through the remainder of the term of 
this agreement, the Company shall pay to the CAO an annual ongoing contribution equal 
to Three Dollars and Seventy Five Cents ($3.75) per Subscriber to Basic Service. In 
addition, the Company agrees to continue annual support for staffing at the level of Sixty 
Cents ($0.60) per Subscriber to Basic Service per year, payable quarterly on February 1, 
May 1, August 1, and November 1. The Company will also continue annual support for 
equipment maintenance needs at the level of Fifth Cents ($0.50) per Subscriber to Basic 
Service per year, payable quarterly on February 1, May 1, August 1, and November 1. 

1.3	Payment Schedule

The Company shall pay to the CAO each annual ongoing contribution 
required by Section 1.2 hereof in quarterly installments.  Said quarterly installments 
shall be calculated by multiplying one-fourth (1/4th) of the per Subscriber amount 
required by Section 1.2 hereof times the average number of Subscribers during the three 
(3) month period preceding the date on which the installment is due. The Company shall 
pay the appropriate quarterly installment within twenty-one (21) days of the last day of 
each calendar quarter.

1.4	Full Payment Obligation

The Company shall pay to the CAO the full amount of each annual 
ongoing contribution, as provided in Section 1.2 hereof, irrespective of whether the CAO 
has allocated or expended the full amount of any ongoing contribution previously made 
by the Company to the CAO.

1.5	Capital Grant Payment

The Company shall make a one-time capital grant payment to the CAO of 
One Million Four Hundred Fifty Eight Thousand Dollars ($1,458,000.00), payable upon 
execution of this Agreement, for facilities and equipment and for any replacement or 
repair of such facilities and equipment needed during the term of this Agreement. Such 
payment shall satisfy any obligations of the Company to repair or replace facilities and 
equipment.

1.6	Delivery of Contributions

All contributions or payments by the Company to the CAO pursuant to 
this Agreement shall be made payable to the CAO and shall be delivered to the address 
designated therefor by the Treasurer of the CAO.

1.7	Publicity for Access Services

1.7.01. 	At no charge, the Company shall: (i) include, in a printed 
or alphanumeric program guide of the Company, a schedule of programming distributed 
on the Access Channels; (ii) devote to the CAO at least one (1) page in any printed 
program guide it may publish to publicize programming distributed on the Access 
Channels and the activities of the CAO; and (iii) cooperate with the CAO in publicizing 
the programming distributed on the Access Channels and the activities of the CAO.

1.7.02. 	If the Company distributes any materials to Subscribers 
describing or promoting Basic Service, as defined in the Franchise Agreement, then the 
Company shall devote to the CAO reasonable and sufficient space in appropriate 
materials to enable the insertion of similar information with respect to programming 
distributed on the Access Channels and the activities of the CAO.

1.8	Mailing to Subscribers

At least once each year, if requested by the CAO, the. Company shall mail, 
consistent with the privacy protection plan of the company, at its own expense, in regular 
billing statements to Subscribers, such materials provided by the CAO with respect to 
programming on the Access Channels and the activities of the CAO, as may be 
reasonably specified by the CAO.

1.9	Analyses, Studies or Research

Consistent with the privacy protection plan of the Company, the Company 
may undertake ascertainment studies to determine the access programming needs and 
interests of the residents of the Borough; shall consult with the CAO on the development 
of said studies; and shall make available to the CAO the results of any analyses, studies, 
or research undertaken by the Company. Should the CAO undertake such ascertainment 
studies, it shall consult with the Company on the development of said studies and shall 
make available to the Company the results of any analyses, studies, or research 
undertaken by the CAO.

1.10	Censorship Prohibited

The Company and the CAO shall comply with applicable local, state, and 
federal law with respect to program content.

SECTION II - OBLIGATIONS OF THE CAO

2.1	Consideration for Capital Grant and Support
Payments; Use for Educational or Charitable Purposes

As consideration for the capital grant and support payments by the 
Company to the CAO, the CAO shall: (i) administer and manage the Access Channels 
and the use of the facilities, equipment, and supplies provided by the Company to the 
CAO in connection with the Access Channels, in a fair and reasonable manner, and (ii) 
develop and support programming to be distributed on the Access Channels, which is 
responsive to the needs and interests of the residents of the Borough. The CAO shall use 
the Access Channels, facilities, equipment, supplies, and capital grant and support 
payments provided by the Company to the CAO primarily for educational or charitable 
purposes within the meaning of Section 501(c)(3) of the Code.

2.2	Maintenance of Tax-Exempt Status

The CAO shall conduct its activities so as to maintain its tax-exempt 
status under Section 501 (c) (3) of the Code.

2.3	Access Channel Rules and Regulations

	2.3.0l.	The CAO shall maintain reasonable rules and regulations 
to provide for open access to Access Channel time, facilities, equipment, supplies, and 
training on a nondiscriminatory basis.  Said rules and regulations providing for open 
access may dedicate segments of Access Channel time to particular or related subject 
matters or uses. 

	2.3.02. 	If the CAO provides programming grants, it shall 
establish reasonable rules and regulations governing the procedure for applying to the 
CAO for programming grants and the selection of grant recipients by the CAO on a 
competitive basis. 

	2.3.03. 	The CAO shall publish all rules and regulations in a 
pamphlet, copies of which shall be available to the public at the office of the CAO.

	2.4	Compliance with Company Rules

	The CAO shall comply with reasonable rules and regulations of the 
Company relating to the operation and use of facilities, equipment, and supplies made 
available to the CAO by the Company.

2.5	Compliance with Privacy Plan

The CAO shall comply with the requirements of applicable law regarding 
privacy protection and any plan or procedures of the Company for protection of privacy.

2.6	Annual Expenditure Report

The CAO shall publish each year an annual income and expenditure 
report showing the sources of its funds and the uses of those funds during the preceding 
year and describing proposed activities and support for the coming year. The annual 
report shall be published and made available for public inspection at the offices of the 
CAO no later than ninety (90) days after the close of each fiscal year of the CAO and a 
copy shall be provided to the Company at the same time.

SECTION III - SUNDRY PROVISIONS

3.1	Effective Date and Term

3.1.01. 	This Agreement shall take effect on the date first written 
above, which date shall be "the effective date of this Agreement." 

3.1.02. 	This Agreement shall remain in effect throughout the 
term of the franchise, as provided in the Franchise Agreement, provided that the 
designation of the CAO by the Borough President remains in effect. The period of time 
during which this Agreement is in effect shall be "the term of this Agreement." If the 
Franchise Agreement is renewed without renegotiation, this Agreement shall be renewed 
for the same period of time as the term of the renewal of the Franchise Agreement.

3.2	Request for Renegotiation

The CAO or the Company may request the renegotiation of the terms of 
this Agreement every four (4) years throughout the term of this Agreement, independent 
of any other review by the City.

3.3	Application to Successors

All of the provisions of this Agreement shall apply to the Company, its 
successors, and assigns.

3.4	Separability

If any section, subsection, sentence, clause, phrase, or other portion of this 
Agreement is,. for any reason declared invalid in whole or in part, by any court, agency, 
commission, legislative body, or other authority of competent jurisdiction, such portion 
shall be deemed a separate, distinct, and independent portion.  Such declaration shall not 
affect the validity of the remaining portions hereof, which other portions shall continue in 
full force and effect.

3.5	Headings

	The headings contained in this Agreement are to facilitate reference only, 
do not form a part of this Agreement, and shall not in any way affect the construction or 
interpretation hereof.

3.6	Governing Law

This Agreement shall be deemed to be executed in the City of New York, 
State of New York, regardless of the domicile of the Company, and shall be governed by 
and construed in accordance with the laws of the State of New York.

3.7	Additional CAO Rights

The Company agrees to abide by all the provisions of the Franchise 
Agreement which affect the providing of public access or the Access Channels or affect 
the CAO. Notwithstanding any provision to the contrary contained in the Franchise 
Agreement, the Company agrees that the CAO may bring any action or proceeding at law 
or in equity to enforce any rights or benefits provided under the Franchise Agreement to 
the CAO.

IN WITNESS WHEREOF, this Agreement has been executed and 
delivered as of the date first above written.

BROOKLYN COMMUNITY ACCESS 
TELEVISION, a Division of BROOKLYN 
INFORMATION AND CULTURE, INC.



ATTEST:
	BY:________________________________
_
	 Nanette Rainone, President




	CABLEVISION SYSTEMS NEW YORK 
CITY 		CORPORATION



ATTEST:
	BY:________________________________
_
	Sheila A. Mahony, Senior Vice President,            Communications



APPENDIX E

INSTITUTIONAL NETWORK AND
GOVERNMENTAL AND EDUCATIONAL ACCESS SUPPORT
	

APPENDIX E

I. INSTITUTIONAL NETWORK

A.	BASIC OBLIGATIONS
The Company will provide the following to the City:

1. Five (5) fiber drops, at no cost to the City and dedicated solely to City use, in the 
District 
for a maximum of approximately one hundred fifty (150) feet of underground trenching 
per drop; approximately six hundred (600) feet of aerial wiring per drop; or for a drop 
consisting of both underground trenching and aerial wiring, a maximum of approximately 
one hundred (100) feet of underground trenching and approximately three hundred (300) 
feet of aerial wiring; provided, however, that such limitations shall not apply to use of 
existing Company conduit  For purposes of this Appendix E, a "fiber drop" is the fiber 
optic connection from the Company's backbone ("backbone" is defined in this Appendix 
E as any portion of the Company's subscriber fiber optic system that contains twenty-four 
(24) or more fiber strands) to the termination point, ("termination point is the point 
where the fiber strands connect to the equipment located at the City site), and does not 
include the fiber strands in the Company's subscriber fiber optic network.  Each fiber 
drop shall consist of at least four (4) fiber strands that conform to current industry 
standards of high quality, and shall include all endpoint terminations to such dedicated 
fibers and all splicing from the Company's fiber network to such dedicated fibers.  

2.	Ten percent (10%) maximum of the capacity (but in no event more than six (6) fiber 
strands) of the backbone of the Company's subscriber fiber optic network for 
connections of fiber drops or interconnect locations.  Upon request of the City, such 
capacity shall be dedicated to use solely by the City.  The Company also shall use best 
efforts, including, but not limited to, provision of alternative routes and utilization of 
State-of-the-Art technology, to provide the City with capacity as needed equivalent to 
two (2) fiber strands in addition to the six (6) fiber strands, and shall allow the City to 
use 
advanced technology to increase the capacity of the six (6) fiber strands.

3.	At the election of the City, provide telecommunications equipment or services and/or 
establish a fund for any telecommunications purposes, provided that the combined 
aggregate actual cost of the equipment or services plus the amount of the fund shall not 
be in excess of Six Million Two Hundred Fifty Thousand Dollars ($6,250,000) for the 
Company and the other Cablevision-affiliated City cable television franchisees.  
Expenditures from such fund shall be directed by the Commissioner in consultation with 
the Comptroller and the Borough President.

4. Overall maintenance as provided in I.C of this Appendix E.

5.	Appropriate space, not to exceed two (2) standard racks, and primary and back-up power 
in a head-end office or other Company location, as appropriate, for collocation of the 
City's equipment.
6.	In order to ensure the seamless connectivity of the City's Institutional Network 
throughout all franchisees' networks, the Company shall install a twelve (12) fiber strand 
bridge cable from the Company's backbone to a maximum of two (2) other networks in 
the District for a maximum distance per bridge of two hundred fifty (250) feet, provided 
that such limitations shall not apply to interconnections, such as splicing, that are made 
in the Streets between the Company's subscriber fiber optic network and other networks.  
The Company shall cooperate with the City and other franchisees to determine optimal 
interconnection points to accomplish the above-referenced goal of seamless connectivity.  


B.	CITY-WIDE PROVISIONS

1.	The City shall have the exclusive right, title and interest in and to the City fiber 
drops, 
which are described above in I.A.1 of this Appendix E that were not collocated, when 
they were initially constructed, with the Company's subscriber fiber optic network, and 
such City fiber drops shall be used by the City for whatever the City deems appropriate 
so long as it is not used for the sale of Services in competition with the Company's 
Services provided thereon.  Title to the fiber strands in the Company's subscriber fiber 
optic network that are used by the City, which are described above in I.A.2 of this 
Appendix E, shall be held by the franchisee for the benefit of the City.
1. In the event that the City requests any Additional Services other than those required in 
this Appendix E, the Company shall provide those services to the City at cost (labor and 
materials) plus eight percent (8%).  For purposes of this Appendix E, "Additional 
Services" shall consist of services provided for any facilities that the Company is not 
obligated under this Appendix E to install or to maintain.

3.	Notwithstanding the foregoing, the Company must provide reasonable and free 
engineering, consultation and support services to assist the City in developing the City's 
fully interconnected Institutional Network, and appropriate documentation of the 
Company's subscriber fiber optic network.

C.	MAINTENANCE

1.	The Company will be responsible for maintaining and restoring (in the event of a cable 
damage or failure) the portions of the Company's subscriber fiber optic network used by 
the City and collocated with the Company's network.  Maintenance and restoration of 
City network facilities other than those described herein shall be treated as Additional 
Services pursuant to I.B.2 of this Appendix E.

2.	Maintenance shall include, at a minimum, fiber cable monitoring, testing and 
documentation of fiber decibel ("Db") loss budgets that conform to current industry 
standards of high quality, updates of engineering drawings and documentation and 
maintenance of any plant installed by the franchisee.  Franchisee's maintenance 
obligations under this Section I.C. of this Appendix E shall not include maintenance of 
any facilities provided pursuant to Section I.B.2 of this Appendix E.  

3.	Subject to I.A.1 of this Appendix E, the franchisee is required to begin repair of 
interrupted or degraded service, or to take such necessary and appropriate measures to 
ensure service integrity, as soon as reasonably possible upon learning of such interrupted 
or degraded service or risk to service integrity.  Such necessary and appropriate measures 
to ensure service integrity may include replacing fiber strands that are allocated for City 
use and collocated with portions of the Company subscriber fiber optic network that the 
Company has undertaken to replace.  Notwithstanding the immediately preceding 
sentence, subject to the force majeure provision of Section 16.5 of this Agreement, as 
expeditiously as possible but no later than three (3) hours after notification by the City or 
another person of such interrupted or degraded service or risk to service integrity, the 
franchisee shall be required: (i) to take such necessary and appropriate measures as are 
reasonable which would indicate the commencement of the repair of the interrupted or 
degraded service, or (ii) to take such other necessary and appropriate measures as are 
reasonable which would ensure service integrity.





II.	GOVERNMENTAL AND EDUCATIONAL ACCESS

A.	Capital Grant

1.	At or prior to the Closing, the Company (and the other Cablevision-affiliated City 
Cable 
television franchisees) shall provide to the Comptroller an aggregate of Two Million Five 
Hundred Thousand Dollars ($2,500,000) in capital funds for use by the City for facilities 
and equipment to be utilized in connection with the Governmental Channels.  Such 
amount shall be held by the Comptroller in a dedicated account and shall accrue interest 
which shall be added to the account.  The Comptroller shall disburse funds from the 
account at the direction of the Commissioner.

APPENDIX F

SUBSCRIBER SERVICES TO
GOVERNMENTAL FACILITIES


APPENDIX F
I.	FREE BASIC SERVICE AND ASSOCIATED
	INSTALLATION AND EQUIPMENT	

	A.	Basic Obligation

1.	The Company shall, at no charge, at the request of the appropriate 
person at each facility listed in Section I.B. of this Appendix, promptly 
provide:  (i) unless otherwise specified, one drop of each cable on which 
Basic Services are distributed over the System to each floor of the facility, 
or the equivalent thereof*; and (ii) all Basic Services to each such drop.  The 
Company will continue to be entitled to receive payment for any Services 
for facilities for which the Company was receiving payment for any 
Services as of August 1, 1998.

2.	Each drop shall include a converter where needed.

3.	Each drop shall be capable of receiving Basic Services on 
Downstream Channels.

4. The facilities which receive equipment provided 
by the Company pursuant to this Appendix shall take reasonable steps to 
ensure the security of said equipment while on the premises of said facilities 
and shall exercise reasonable care in using such equipment.  Lost, stolen, or 
damaged equipment shall be replaced at the cost and expense of the facility 
to which said equipment was provided by the Company.  Facilities which no 
longer intend to use equipment provided by the Company shall return said 
equipment to the Company in serviceable condition, reasonable wear and 
tear excepted.
5. In addition, the Company shall provide, at cost, 
cable television drops for video programming in addition to those drops that 
are required to be provided at no cost.

	B.	List of Municipal Departments, 
		Agencies and Institutions	

	The Company shall satisfy the basic obligation set forth in Section I.A. of this 
Appendix with respect to the facilities of the municipal departments, agencies, and 
institutions listed herein, to the extent such facilities are located in the Initial 
Construction Area in the Existing Franchise.


Locations Receiving One Drop Per Floor

City University of New York (CUNY)	Drops to be located in classrooms or 
	Senior Colleges	common areas accessible to students
	Community Colleges

Department of Correction
	Headquarter
	Detention Facilities (Excluding Rikers Island)

Licensed Day Care Centers 

Board of Education	Drops to be located in classrooms or 
	High Schools 	common areas accessible to students
	Lower Schools

Fire Department
	Headquarters
	Borough Commands
	Engine Companies
	Ladder Companies
	Marine Division, Rescue & Special Units

Health & Hospitals Corporation
	Hospitals
	Neighborhood Family Care Centers

Department of Juvenile Justice	Drops to be located in classrooms or 
	Juvenile Detention Facilities Only	Common Areas Accessible to Youth


New York City Public Library Branches

Mayor's Offices Other Than City Hall Area

Police Department
	Police Plaza
	Borough Commands
	Precincts

Senior Citizen Centers


Other Locations		Number of Drops

Borough President's Office	4 maximum

Department of Citywide Admin. Services	2 maximum per administrative site

City Council 	7 maximum

Public Advocate's Office	4 maximum

Comptroller's Office	4 maximum

Community Access Organization Offices	3 each

Studios and Origination Facilities 	1 per access channel

Consumer Affairs 	2 maximum

District Attorney's Offices	2 maximum per administrative site

Board of Elections	2 maximum per administrative site

Dept. of Environmental Protection	2 maximum per administrative site

Department of Finance	4 maximum

Department of Health	1 maximum

New York City Housing Authority	1 maximum per administrative site

Mayor 
	City Hall Area Offices	23 maximum
	Gracie Mansion	8 maximum

Dept. of Housing Pres. & Development	2 maximum per administrative site

Human Resources Administration	10 maximum

Human Rights Commission	2 maximum

Department of Information Technology
  & Telecommunications	6 maximum

Crosswalks	6 maximum

Office of Labor Relations	2 maximum per administrative site

New York City Law Department	2 maximum per administrative site

Dept. of Parks & Recreation 	2 maximum per administrative site

Department of Sanitation	2 maximum per administrative site

New York City Transit Authority	2 maximum per administrative site

Department of Transportation	2 maximum per administrative site

	C.	Cable Modem Service

	The Company shall provide cable modem service to all Board of Education 
schools referred to in this Appendix F, as follows:

1. One cable modem per school at no cost;
2. Additional modems, which may include a single modem capable of 
simultaneously serving multiple users, at cost;
3. "Institutional" cable modem service at no monthly service cost.  
"Institutional" cable modem service is intended to mean, at a minimum, 
internet service via a connection capable of providing 100 simultaneous 
sessions (e.g. 100 sessions for one user, or two sessions for 50 users, or one 
session for 100 users, etc.) or the equivalent thereof.  Further, should an 
industry standard develop pertaining to internet service to schools resulting in 
an increased level of service, the Company shall comply with that standard.


II.	MODIFICATIONS AND AMENDMENTS

	Appendix F shall not be modified or amended except upon prior approval of the 
Mayor and the Franchise and Concession Review Committee.




APPENDIX G


OWNERSHIP INTERESTS AND APPROVED
MORTGAGES, PLEDGES AND LEASES

Ownership Interests
Cablevision Systems New York City Corporation ("CSNYCC") is a wholly-
owned subsidiary of CSC Holdings, Inc., which in turn is a wholly-owned subsidiary of 
Cablevision Systems Corporation.  CSNYCC owns all of the equity interest in Cable 
Science Corporation.
CSNYCC in turn is a .99% general partner and a .01% limited partner in 
Cablevision of New York City - Phase 1.  The remaining 99% ownership interest in 
Cablevision of New York City - Phase 1 is the general partnership interest held by 
Cablevision of New York City Master, LP.  Cablevision of New York City Master LP is 
an indirectly held, wholly-owned subsidiary of CSC Holdings, Inc.
A diagram of the ownership structure is attached as Exhibit 1.
Contemplated Transfers
Security interests.  As of the date hereof, there are no mortgages or pledges by 
Cablevision Systems New York City Corporation or Cablevision of New York City - 
Phase 1 required pursuant to general financing agreements.  However, from time to time, 
security interests, mortgages and pledges may be required to be given in the ordinary 
course of business in order to secure specific equipment, or lease real or personal 
property.
Pre-Approved Transactions
Any transfer of an interest in the franchise to any other person or entity that is directly 
or 
indirectly wholly-owned by Cablevision Systems Corporation.
Any transfer of an interest in the franchise by Charles F. Dolan ("Dolan") or any Dolan 
Family 
Interest, to any other Dolan Family Interest or any increase in the interest in the franchise 
held by any Dolan Family Interest.  "Dolan Family Interest" means (i) any Dolan Family 
Member, (ii) any trust for the benefit of any Dolan Family Members, (iii) any estate or 
testamentary trust of any Dolan Family Member for the benefit of any Dolan Family 
Members, (iv) any executor, administrator, conservator or legal or personal 
representative of any person or entity specified in clauses (i), (ii) or (iii) above, to the 
extent acting in such capacity on behalf of any Dolan Family Member and not 
individually and (v) any corporation, partnership, limited liability company, foundation, 
or similar entity, in each case which is controlled by any of the foregoing or combination 
of the foregoing.  "Dolan Family Members" means Dolan, his spouse, his descendants 
and any spouse of any such descendants.  The term control (including the terms 
controlling, controlled by and under common control with) means the possession, direct 
or indirect, of the power to direct or cause the direction of the management and policies 
of a person or entity, whether through the ownership of voting securities, by contract, or 
otherwise.
Any pledge, hypothecation or other similar transaction involving the franchise or the stock 
or 
other ownership interest of any Person holding any interest, directly or indirectly, in the 
franchise done in connection with the grant of a security interest to a bank or banks, or 
other financial institution in connection with a bona fide loan or extension of credit.
Any transfer of publicly traded securities through open market transactions over any 
securities 
exchange or dealer quotation system on which such securities are traded so long as the 
Dolan Family Interests hold sufficient shares of Class B stock to entitle them to elect 
75% of the members of the Board of Directors of Cablevision Systems Corporation.
Any transfer of an interest in the franchise, so long as after giving effect to such transfer 
(i) the 
franchise continues to be controlled by Cablevision Systems Corporation, and (ii) so long 
as the Dolan Family Interests hold sufficient shares of Class B stock to entitle them to 
elect 75% of the members of the Board of Directors of Cablevision Systems Corporation.






APPENDIX I
CONSUMER PROTECTION STANDARDS

APPENDIX I
CONSUMER PROTECTION STANDARDS
INDEX

SECTION	TITLE	PAGE

SECTION 1 -- SOLICITATION OF SUBSCRIPTIONS	I-1
1.1	Uniforms/Identification Cards	I-1
1.2	Name Badges	I-1
1.3	Subscription Information	I-1
1.4	Right of Rescission	I-3
SECTION 2 -- INSTALLATION	I-4
2.1	Information Provided to Subscribers	I-4
2.2	Marker Showing Converter Dial Locations	I-7
2.3	Procedure for Installation	I-8
2.4	Nature of the Request for Installation	I-9
2.5	Records of Requests for Cable Service	I-9
SECTION 3 -- SERVICE CENTERS	I-10
3.1	Service Centers	I-10
3.2	Training of Employees	I-11
3.3	Telephone Lines	I-12
3.4	Standard of Service for the Telephone System	I-13
SECTION 4 -- BILLING	I-15
4.1	The Format of a Subscriber's Bill	I-15
4.2	Billing Procedures	I-16
4.3	Procedures for Collecting Late Bills	I-16
4.4	Procedure for the Resolution of Billing Disputes	I-18
4.5	Referral of Delinquent Accounts  to a Collection Agency	I-19
SECTION 5 -- EQUIPMENT PROVIDED BY THE COMPANY	I-20
5.1	Types of Equipment To Be Provided	I-20
5.2	Terms for Rental and Loaner Equipment	I-21
5.3	Notice That Equipment Is Available	I-23
5.4	Demonstration of Equipment	I-23
SECTION 6 -- SERVICE INTERRUPTION AND REPAIR SERVICE	I-24
6.1	Interruption of Service	I-24
6.2	Time Periods by Which Service Interruptions 
Must Be Corrected and Repairs Made	I-24
6.3	Failure To Meet Time Periods May Be Excused	I-26
6.4	No Charge for Repair Service	I-26
6.5	Service Calls to be Provided on a Nondiscriminatory Basis	I-26
6.6	Records of Repair Service Requests	I-26
SECTION 7 -- SUBSCRIBER COMPLAINTS	I-28
7.1	Operation of the Service Centers and Payment Centers	I-28
7.2	Participation in the Customer Commitment Program	I-28
7.3	Review of Complaint Resolution Process	I-29
7.4	Time Period for the Resolution of Complaints	I-29
7.5	Appeal of a Resolution to the Commissioner	I-29
7.6	Referral of Complaints from the Commissioner to the Company	I-30
7.7	Complaint Records	I-31
SECTION 8 -- NOTICE	I-31
8.1	Notice Required	I-31
SECTION 9 -- TERMINATION OF SERVICE AND DISCONNECTION	I-34
9.1	Notice of Termination of Service	I-34
9.2	Termination on Sundays, Holidays or Evenings	I-34
9.3	Resubscription to Cable Service	I-34
9.4	Length of Time to Disconnection	I-34
9.5	Scheduling Appointments	I-34
9.6	Restoration of Subscriber Premises	I-35
9.7	No Fee for Disconnection	I-35
SECTION 10 -- CREDITS	I-35
10.1	Grounds	I-35
10.2	Purpose	I-37
10.3	Calculation	I-37
10.4	Provision	I-37
SECTION 11 -- MISCELLANEOUS REQUIREMENTS	I-38
11.1	Effect on Nonsubscribers and Utilities	I-38
11.2	Charge for Downgrades	I-38
11.3	Subscriber Information	I-38
11.4	New Consumer Protection Standards	I-      
11.5	Overpayment Credits	I-39
11.6	Rights of Action	I-39
11.7	Cable Guide	I-39
11.8	Procedures for Contacting Subscribers	I-40
11.9	Receipts	I-41
11.10	Governing State Law	I-41
11.11	Reports on Changes	I-42
SECTION 12 -- FAILURE TO COMPLY WITH THESE REQUIREMENTS	I-42
12.1	Material Requirements	I-42
12.2	City's Remedies for a Failure to Comply With These Consumer 
Protection Standards	I-42
12.3	Liability for Contractors'/Subcontractors' Failure to Comply	I-43
12.4	Reporting	I-43

EXHIBIT 1:	Designation and Location of Service Centers

EXHIBIT 2:	Consumer Protection Reporting Requirements


 -- SOLICITATION OF SUBSCRIPTIONS
Uniforms/Identification Cards.  Each Company employee who routinely comes 
into contact with members of the public at their places of residence must wear a Company-
provided uniform and picture identification card clearly indicating his or her employment 
with 
the Company.  The photograph on the identification card shall be no smaller than 1.25 inches 
by 
1 inch and shall be worn in such a way as to prominently show the employee's name and/or 
identification number.  Such employee shall prominently display such identification card and 
shall show it to all such members of the public.  Each employee of any contractor or 
subcontractor of the Company who routinely comes into contact with members of the public at 
their places of residence must wear a picture identification card clearly indicating his or 
her 
name, the name of such contractor or subcontractor and the name of the Company.
Name Badges.  Each Company employee who routinely comes into contact with 
the public at the Company's premises during the hours of employment shall wear a badge during 
such hours of employment which indicates his or her name and identification number and 
employment with the Company.
Subscription Information.
1.3.01	At the time of installation to the Subscriber who is receiving the 
installation, and at least once a year to all Subscribers, the Company shall 
provide the following subscription information in a clear, complete and 
comprehensible form: 
a description of the Cable Services provided by the Company, accompanied by a 
listing of the charges for each such Service, either alone or in 
combination;
a listing of all rates, terms and conditions for each Cable Service or tier of Cable 
Service, both alone and in combination, and all other charges, such as for 
installation, for application of Cable Service to additional television sets, 
for deposits on equipment, for stolen or lost converters and other 
equipment, for returned checks and for relocating cable outlets;
a general explanation of other communications devices which may be used in 
conjunction with the System, including, but not limited to, video cassette 
recorders, remote control devices, A/B switches, closed captioning 
decoders and parental control devices, and a listing of the Company's 
charges for connecting such devices to the System;
a description of the Company's billing and collection procedures (including 
payment requirements to avoid disconnection of service), the use of 
payment coupons, the amount of any applicable late fees, and a 
description of the option of paying in person, consistent with these 
consumer protection standards;
the procedure for the resolution of billing disputes;
a description of the Company's policies concerning credits for service 
interruptions and outages, consistent with these consumer protection 
standards;
an explanation of the procedures and charges, if any, for upgrading, downgrading 
or disconnecting Services, consistent with these consumer protection 
standards;
the required time periods for installation requests, consistent with these consumer 
protection standards, and an indication of the penalties for failure to 
comply with such requirements; and 
an announcement that all Company employees who routinely come into contact 
with members of the public at their places of residence shall wear a 
uniform and a Company identification card which they shall prominently 
display and show to all such members of the public.
1.3.02	Such subscription information shall comply with the Company's Non-
English Speaking Customer Service, Programming & Marketing Plan, 
hereinafter referred to as the "Plan for Non-English Speaking 
Consumers."
1.3.03	The Company shall deliver three (3) copies of all such subscription 
information to the Commissioner within three (3) days after distributing it 
to the first Subscriber or potential Subscriber so that the Commissioner 
may ensure that the information contained therein comports with these 
consumer protection standards and is not misleading.  If the 
Commissioner determines that such information does not comport with 
these consumer protection standards or this Agreement or is misleading, 
the Commissioner may order the Company to submit to any Subscriber or 
potential Subscriber corrected subscription information.  The Company 
agrees that the City assumes no Liability for the subscription information 
by virtue of its review of such information.
Right of Rescission.  Anyone who requests the installation of Cable Service from 
the Company shall have the right to rescind such request at any time prior to the point in 
time at 
which physical installation upon the premises begins.  Anyone who requests a particular 
Service 
from the Company shall have the same right of rescission, except that such right shall expire 
once the requested Service is actually received by such Person.
-- INSTALLATION
Information Provided to Subscribers
At the time of installation, the Company shall provide each Subscriber certain 
literature.  Such literature, which need not be bound together, shall 
constitute the Subscriber Handbook.  The Subscriber Handbook shall 
provide the following information, materially accurate as of the first day 
of the previous month, in a clear, complete and comprehensible form:
the location, hours of operation and telephone number(s) for each of the 
Company's Service Centers and a telephone number for information as to 
where each Payment Center is located;
the local numbers for the Company's customer service telephone system, 
including any cable information service line established by the Company 
(which is described further in this Appendix), accompanied by a brief 
description of the services and information that may be obtained by 
dialing each number;
a description of how equipment, including, but not limited to, A/B switches, 
wireless remote control devices, parental control devices and closed 
caption decoders, is obtained and used in conjunction with the System, 
and, if applicable, the use of publicly available equipment and video 
cassette recorders, and the terms for rental and loaner equipment, 
including deposit requirements, if any, and procedures for return of 
equipment and the Subscriber's liability for lost, stolen or damaged 
equipment;
the policies governing service interruptions and outages, as defined in Section 
6.2.01 of this Appendix I and repair service, including the time periods by 
which repairs must be made, the fact that work crews must arrive within 
a four (4) hour segment, as provided in Section 6.2.02 of this Appendix, 
the remedies if the Company fails to correct service interruptions and 
outages and to make repairs in a timely fashion and the fact that no 
charge will be made for repairs except in the circumstances specified in 
Section 6.4 of this Appendix;
the policies and procedures for obtaining credits consistent with Section 10 of this 
Appendix and the return of any deposits;
the complaint resolution process, including notice that anyone who is dissatisfied 
with the way in which the Company has handled a complaint has the right 
to speak to a Company supervisor or to contact the PSC and the City at 
the addresses and telephone numbers listed in the Subscriber Handbook 
(which address and telephone number of the City may be changed by the 
Commissioner, in a notice to be provided to the Company, from time to 
time);
the procedures by which the Subscriber will be notified of any rate increases, any 
change in programming Services (as defined in Section 8.1.01 of this 
Appendix), any change in the price or conditions for the rental of 
equipment, any change in the location or hours of the Service Centers, 
any change in billing practices, practices regarding Service interruption, 
or any significant change in the policies or information set forth in the 
Subscriber Handbook;
the requirements concerning Subscriber privacy which are set forth in the Cable 
Act or any rules or regulations established by the City pursuant to Section 
15.3 of this Agreement;
(A) a listing of the Public and Governmental Channels, (B) a description of the 
purposes and uses of such Channels and (C) general information 
regarding how a Person can utilize such Channels, which information 
may be satisfied by providing the telephone number of the CAO or 
operator of the Governmental Channel, as the case may be;
the rules governing the termination of Cable Service;
the rules governing compensation for damage done by Company employees or its 
agents to Subscriber property in connection with the installation, repair or 
disconnection of Cable Service;
the steps for resubscribing to Cable Service after an involuntary termination; and
a statement of significant rights accorded to the Subscriber pursuant to applicable 
law, as approved by the PSC.
With respect to the provision of the Subscriber Handbook to new Subscribers, the Company 
shall 
also provide any information to such Subscribers that is required by applicable law but is 
not 
listed above.
The Company shall train and make available customer service representatives to 
aid by telephone visually impaired consumers who cannot read the 
Subscriber Handbook.  The Company shall also make available by 
telephone bilingual customer service representatives to communicate 
with non-English speaking consumers regarding the information 
contained in the Subscriber Handbook.
The Company shall distribute the then current version of the Subscriber 
Handbook to all new Subscribers at the time of installation, and to any 
other person on request.  Any Person who makes such a request in person 
to a customer service representative or salesperson of the Company must 
be supplied with a copy of the Subscriber Handbook immediately.  The 
Company must mail, by first class, the Subscriber Handbook to any 
Person who requests one by telephone within ten (10) business days of 
such request.  The Company shall notify all Subscribers of the availability 
of the Subscriber Handbook electronically on the System from time to 
time.
The Company shall provide each customer service representative and each 
salesperson of the Company with copies of the most current Subscriber 
Handbook and shall advise them of the requirements of this Section 2.1 
of this Appendix.
The Company shall submit the Subscriber Handbook, as well as any subsequent 
updates of it, to the Commissioner within three (3) days after distributing 
it to the first Subscriber or potential Subscriber so that the Commissioner 
may ensure that the information contained therein comports with these 
consumer protection standards and is not misleading.  If the 
Commissioner determines that such information does not comport with 
these consumer protection standards or is misleading, the Company shall 
promptly take such corrective action as the Commissioner reasonably 
determines to be reasonable in light of the nature of the correction to be 
made and the burden to the Company to take the corrective action.
Marker Showing Converter Dial Locations.  The Company must either (i) provide 
Subscribers with a Dial Location card for all Cable Services which shall 
be updated on an annual basis thereafter; or (ii) provide Subscribers with 
dial location information electronically on screens that can be controlled 
by the consumer, provided, however, that the Company shall 
automatically provide such a card (and annual updates thereof) to all 
Subscribers who cannot access such information electronically, and shall 
further provide such a card to any Subscriber upon request.
Procedure for Installation
Once a request for Cable Service is received, the Company shall offer 
"appointment window" time blocks of not more than four (4) hours, for 
the selection of the Subscriber or potential Subscriber, during which the 
Company's work crew shall arrive to perform the installation of the 
necessary equipment to receive Service.  The Company shall use 
reasonable efforts to complete the installation during that appointment.
The Company shall provide installation services including initial installation, 
continuously during the periods of 7:30 a.m. to 6:00 p.m. on weekdays 
and 9:00 a.m. to 5:00 p.m. on Saturdays and, for connection of additional 
outlets and upgrading of Service for which all work can be performed 
indoors, continuously during the periods of 7:30 a.m. to 9:00 p.m.  As 
required by Section 3.2.01 of the Agreement, the Company shall provide 
installation throughout its franchise area on a nondiscriminatory basis.
Unless a later date is requested by a potential Subscriber, the Company shall 
complete installation of Service for any new Subscriber and any upgrade 
or downgrade for any existing Subscriber within seven (7) business days 
after any such request is received, provided that if weekend installation is 
requested, installation shall be completed by no later than the fourth 
Saturday following the date the request is received.  Notwithstanding the 
foregoing, such time period shall not apply to any building not currently 
wired for Service as to which the Company is, upon a showing to and 
with the approval of the Commissioner, in compliance with its 
obligations regarding access to such building pursuant to Section 3.2.02 
of this Agreement, or except as provided in Section 16.5 of this 
Agreement.
The Company shall comply with the procedures set forth in Section 11.7 of this 
Appendix regarding contact with Subscribers to perform any visit to a 
Subscriber's premises to perform its obligations under this Section 2.3.
Nature of the Request for Installation
The Company shall not discriminate among Subscribers or potential Subscribers 
because someone living in the same household is already or was a 
Subscriber, unless the Company can demonstrate, to the Commissioner's 
satisfaction, that:  (i) the Company has a reasonable basis for believing 
that a Person(s) living in the household is (are) attempting to deceive the 
Company or (ii) such Person(s) has (have) failed to respond to a 
reasonable request from the Company for information which would 
enable the Company to determine whether such Person(s) is (are) entitled 
to receive Cable Service.
Records of Requests for Cable Service
The Company shall keep records capable of showing all requests for Cable 
Service, which shall contain, with respect to each request for Service, the 
name and address of the Person requesting Service, the City block 
number for the block on which the Person requesting Service resides or is 
otherwise located, the date on which Service was requested, the date and 
appointment period on which Service was scheduled to be provided and 
the date and appointment period Service was actually provided. In the 
event that the Company is unable to provide Service, the Company shall 
keep records showing in reasonable detail the number of attempts the 
Company has made to provide such Service and the reason the Company 
was unable to provide Service.  These records shall be assembled 
continuously.
Any information in the records required by Section 2.5.01 may be destroyed six 
(6) years after such information was collected, unless the Commissioner 
authorizes the Company, in writing, to destroy any information required 
by Section 2.5.01 prior to the expiration of such six (6) year period.  
However, the Commissioner may require the Company to retain such 
information for a longer period of time or may require that the 
information be turned over to the Commissioner in lieu of its destruction 
in accordance with Section 8.2.02 of this Agreement.
A report summarizing the information contained in the records required by 
Section 2.5.01 regarding all requests for Cable Service for the preceding 
quarter shall be submitted in written or computer disk form to the 
Commissioner by the fifteenth (15th) day following the end of each 
calendar quarter, in a form and containing such information as the 
Commissioner may reasonably specify.  Upon request of the 
Commissioner, the Company shall promptly submit to the Commissioner 
additional information in an appropriate format to verify and supplement 
the information contained in the report required by the preceding 
sentence and the Company's compliance with its obligations under 
Section 2.5.01.  The Commissioner may waive the submission of such 
records as the Commissioner deems appropriate.
 -- SERVICE CENTERS
Service Centers
The Company shall maintain at least one Service Center at each of the locations 
specified in Exhibit 1 hereto.  The Company shall notify the Subscribers 
and the Commissioner of any change in the location of any of these 
Service Centers.
Except on the legal holidays recognized by the City of New York, a list of which 
shall be supplied to the Company upon request to the Commissioner, 
these Service Centers shall be open continuously for at least nine (9) 
hours on weekdays and for at least five (5) hours on Saturdays.  These 
hours of operation may be reduced only with the prior approval of the 
Commissioner.  The Company shall staff each Service Center so it is 
capable of providing on Saturday the same level of service it provides 
during any weekday, such that waiting time for any service on Saturday is 
not significantly different than during any weekday (other than a weekday 
evening).
The Service Centers shall be designed so as to provide access in accordance with 
applicable law.
The Company shall maintain on file at each Service Center for public inspection 
current copies of its billing practices and payment requirements and 
promotional and general informational materials (including monthly bill 
stuffers) and shall keep such records at its central office for a period of 
two (2) years, to be mailed or otherwise delivered to a specified Service 
Center within a reasonable time upon the City's or a Subscriber's request.
Training of Employees  
Company employees who regularly come in contact with the public shall be 
trained to perform efficiently the various tasks, including responding to 
consumer inquiries and complaints, necessary to provide consumer 
services in a responsible and courteous manner.
All Company employees shall identify themselves by name or preassigned 
identification number when answering Company telephone lines 
routinely used by members of the public.  The Company shall maintain a 
system to enable the Company to identify the particular employee who 
answered any telephone call in such manner.
Company employees shall refer any Person who is dissatisfied with the resolution 
or handling of any complaint concerning the Company to a supervisor.  
Company supervisors shall be available to speak to such Persons.  If, due 
to unforeseen circumstances, a supervisor is temporarily unavailable to 
speak with such a Person, then that Person will be contacted by a 
supervisor as soon as practicable, but in no event later than four (4) 
business hours after such referral.  In addition, Company supervisors shall 
inform any Person who is dissatisfied with the resolution or handling of 
any complaint by the Company that he or she has the right to contact the 
Commissioner, and shall provide that Person with the address and 
telephone number provided, from time to time, by the Commissioner to 
which such Person may notify the City of the complaint.  If the 
Subscriber is not contacted by the supervisor or otherwise requests such 
information, a nonsupervisory employee shall inform the Subscriber of 
the foregoing information.
The Company shall ensure that some employees at its office speak any language 
used by a substantial percentage of the Company's Subscribers with 
whom they come into contact in the course of their employment, in 
compliance with the Company's Plan for Non-English Speaking 
Consumers.
Telephone Lines
The Company shall have local telephone lines for receiving requests for repair or 
installation services, for reporting service interruptions and for 
responding to billing questions.  These lines shall be answered twenty-
four (24) hours per day, seven (7) days per week, with an answering 
service or automated device answering them outside of normal business 
hours (during which hours these lines shall be answered by Company 
employees on request).  For purposes of this Section 3.3.01, normal 
business hours shall have the meaning set forth in 47 C.F.R.   76.309 and 
9 NYCRR   590.61.  If calls concerning service interruptions or outages 
are received, the answering service or automated device shall (i) at the 
end of the recorded message, permit Subscribers to report service 
interruptions or outages and to leave their name and account number, if 
available, for a credit; (ii) contact the person authorized by the Company 
to initiate corrective measures; and (iii) with respect to outages known to 
the Company, provide up-to-date information on outages, such as the 
suspected cause, the efforts underway to correct the problem and the 
estimated time when Service will be restored.  The answering service or 
automated device shall record calls concerning billing questions, 
complaints, or other matters and Company employees shall return any 
such call no later than the next business day after the answering service or 
automated device takes the message.
The Company shall operate these telephone lines in compliance with the 
Company's Plan for Non-English Speaking Consumers.
Standard of Service for the Telephone System
The Company shall maintain a State-of-the-Art telephone system throughout the 
term of this Agreement which shall be capable, at a minimum, of meeting 
each of the following standards:
each telephone call shall be answered within four (4) rings;
callers shall receive a busy signal not more than three percent (3%) of the time in 
any one (1) month period;
callers shall not be kept on hold for longer than thirty (30) seconds, even during 
peak periods, without having the option of being transferred to the 
overflow device described in subsection (iv);
an overflow device shall be installed to permit anyone who is on hold for thirty 
(30) seconds to leave a message, containing such information as his or 
her name, address, account number, if available, time of the call, 
telephone number and brief description of the reason for the call, which 
call shall be returned by the Company on a first priority basis as soon as 
possible and in no event later than the next business day after the message 
is recorded; 
no more than ten percent (10%) of all calls (measured on a monthly basis) shall 
be kept on hold for thirty (30) seconds;
any automated menu system shall provide, within ninety (90) seconds  (or one 
hundred twenty (120) seconds during peak periods), an opportunity, 
which may include pressing "O" or remaining on the line without 
entering a menu option, for the caller to connect to a customer service 
representative; and
all menus and subsidiary menus shall provide an opportunity to connect to a 
customer service representative.
Reasonable variations in these performance standards shall be permitted during 
abnormal operating conditions, including, but not limited to, during trunk 
line failures or other events beyond the Company's control.
The Company shall ensure that its telephone system continues to be State-of-the-
Art, by undertaking any modernization or construction necessary to meet 
or exceed the standards set by first-class telephone systems used by other 
service operations.  For example, the correct number of telephone lines 
shall be periodically reevaluated by using an on-line tracking system to 
monitor the average length of time callers spend on hold.  
The Company shall provide quarterly reports to the Commissioner containing 
information relevant to the question of whether its telephone system 
continues to conform to Section 3.4.01 of this Appendix.  If the 
Commissioner determines, based on complaints or any other evidence, 
that the Company's telephone service does not meet the standards set 
forth in this Section 3.4, or any variations in those standards previously 
agreed to by the Commissioner, then the Commissioner has the authority 
to order the Company to take appropriate action to meet such standards.  
Failure of the Commissioner to issue such order, however, shall not 
constitute a waiver of the City's rights with respect to any failure by the 
Company to comply with its obligations pursuant to this Appendix or this 
Agreement.
 -- BILLING
The Format of a Subscriber's Bill
The bill shall be designed in such a way as to present the information contained 
therein clearly, comprehensibly and accurately to Subscribers.
The bill shall contain itemized charges for each category of Service and piece of 
equipment for which a charge is imposed (including late charges, if any), 
an explicit due date, the name and address of the Company and telephone 
number for the Company's office responsible for inquiries, billing, the 
PSC's toll-free Subscriber Assistance telephone number and the telephone 
number specified by the Commissioner for the resolution of billing 
disputes.  The bill shall state the billing period, amount of current billing 
and appropriate credits or past due balances, if any. Unless prohibited by 
law, the Company may designate that portion of a Subscriber's bill 
attributable to the amount of any compensation payment to be made by 
the Company or any other Person to the City pursuant to this Agreement.  
Such designation shall be submitted to the Commissioner at least thirty 
(30) days prior to its use on bills in order that the Commissioner may 
ensure that such designation is not misleading.  If the Commissioner does 
not disapprove the designation within such period, the designation shall 
be deemed approved by the Commissioner.
If the Commissioner determines, based on complaints or any other evidence, that 
the format of the bill should be redesigned so as not to be misleading or 
to comply with the terms and conditions of these consumer protection 
standards, the Commissioner may issue an order requiring the Company 
to redesign such format and the Company shall be given a reasonable 
time to do so.
Billing Procedures
All bills shall be rendered monthly, unless otherwise authorized by the 
Subscriber, or unless service was provided for less than one (1) month.
The Company shall use reasonable efforts to cooperate with any regulated and 
accredited banking or financial institution that provides Subscribers with 
an optional payment mechanism whereby they can directly pay any bills 
electronically from their residence or business, when such mechanism is 
Economically and Technically Feasible and Viable, and provided that the 
Commissioner may reduce or relieve the Company of such obligations 
where such relief is appropriate in light of the circumstances, including 
the nature of the institution and the burden to the Company. To the extent 
permitted by applicable law, the Company may "pass through" to the 
Subscriber any charges imposed on the Company in connection with such 
bill payment by any such institution, so long as the Company provides 
prior notice of such charge to the Subscriber.
The Company shall credit any Subscriber who has voluntarily interrupted Cable 
Service, pursuant to the requirements established by the Company, with a 
rebate on his or her monthly bill for the period(s) during which service 
was voluntarily interrupted, provided that the Company may charge any 
such Subscriber a reconnection charge.
Any returned check charge imposed by the Company shall be reasonably related 
to the Company's actual cost of processing returned checks.
Procedures for Collecting Late Bills
No bill shall be due less than fifteen (15) days from the date of the mailing of the 
bill by the Company to the Subscriber.
A bill shall not be considered delinquent until at least forty-five (45) days have 
elapsed from the mailing of the bill to the Subscriber and payment has 
not been received by the Company, provided that no bill shall be mailed 
more than fifteen (15) days prior to the date Services covered by such bill 
commence, except in cases where a Subscriber requests advance billing.  
Late fees not to exceed the maximum percent allowed by law may be 
applied to a delinquent bill, so long as the billing dispute resolution 
procedures set forth in Section 4.4 of this Appendix have not been 
initiated.  
The Company shall not physically or electronically discontinue Service for 
nonpayment of bills rendered for Service until:  (i) the Subscriber is 
delinquent in payment for Service; and (ii) at least five (5) days have 
elapsed after a separate written notice of impending discontinuance has 
been served personally upon a Subscriber; or (iii) at least eight (8) days 
have elapsed after mailing to the Subscriber a separate written notice of 
impending discontinuance (for which postage is paid by the Company), 
addressed to such Person at the premises where the Subscriber requests 
billing; or (iv) at least five (5) days have elapsed after a Subscriber has 
either signed for or refused a certified letter (postage to be paid by the 
Company) containing a separate written notice of impending 
discontinuance addressed to such Person at the premises where the 
Subscriber requests billing.  Notice of impending Service discontinuance 
must clearly state the amount in arrears, the total amount required to be 
paid to avoid discontinuance of Service, collection fees under 
Section 9.7, reconnection charges if applicable, and the date by which 
such payment must be made, the location of Service Centers where such 
payment may be made and the telephone number for information as to 
where each Payment Center is located where such payment may be made.  
Such notice shall be written in compliance with the Company's Plan for 
Non-English Speaking Consumers.  Receipt of a subsequently dishonored 
negotiable instrument in response to a notice of discontinuance shall not 
constitute payment, and the Company shall not be required to issue an 
additional notice prior to discontinuance.  
As described in Section 4.5 of this Appendix, the Company may under certain 
circumstances refer a delinquent account to a private collection agency.  
The Company agrees that it will not, and will instruct all collection 
agencies collecting delinquent accounts on behalf of the Company not to, 
refer any delinquent account to a credit agency except after following 
procedures acceptable to the Commissioner.
Procedure for the Resolution of Billing Disputes
The billing dispute resolution procedure shall be initiated once a Subscriber 
contacts the Company's department which handles billing questions or the 
Commissioner, in writing, so long as such contact occurs within thirty 
(30) days from the date of receipt of the bill by the Subscriber.  If the 
Subscriber contacts the Commissioner, the Commissioner shall notify the 
Company, by mail, by telephone or by electronic means, that the dispute 
resolution procedure has been initiated and the Company shall then 
contact the Subscriber to discuss the dispute.
The Subscriber shall not be required to pay the disputed portion of the bill until 
the dispute is resolved.  The Company shall not apply finance charges, 
issue delinquency or termination notices, or initiate collection procedures 
for the disputed portion of the bill pending resolution of the dispute.  
The Company shall promptly undertake whatever review is necessary to resolve 
the dispute, and shall notify the Subscriber of the results of the review as 
soon as it is completed, but in no case later than twenty (20) business 
days after receipt from the Subscriber of the billing dispute, problem or 
complaint notification.
The Company shall, upon the Subscriber's or the City's written request, notify the 
Subscriber in writing of its proposed resolution of the billing dispute, 
shall provide the address and telephone number to be provided from time 
to time by the Commissioner and by which a Subscriber may notify the 
City of a billing dispute, problem or complaint, and shall inform the 
Subscriber that unless an appeal is taken to the Commissioner within ten 
(10) business days after the date of postmark on the notification letter, the 
Company's resolution of the dispute shall be considered final.  Where no 
appeal is taken, the amount the Company claims is due must be paid 
within twenty (20) days after the date of postmark on the notification 
letter.
If the Subscriber appeals the Company's resolution within the aforementioned 
period, payment of the disputed amount may be deferred until one 
(1) week after the Commissioner has reviewed and resolved the dispute.  
The procedures set forth in Sections 7.5.02 - 7.5.05 of this Appendix shall apply 
to billing disputes appealed to the Commissioner.
Referral of Delinquent Accounts  to a Collection Agency
If the billing dispute resolution procedures have not been initiated, the delinquent 
account may be referred to a private collection agency for appropriate 
action no sooner than ten (10) business days after it becomes delinquent 
or, where a Subscriber voluntarily terminates any Service and the amount 
due is delinquent but not in dispute, no sooner than ten (10) business days 
after the final bill is mailed to the Subscriber.  
If the billing dispute resolution procedures have been initiated, the delinquent 
account shall not be referred to a collection agency prior to the 
conclusion of those procedures, including any appeal to the 
Commissioner.
The Company agrees that a referral to a private collection agency in violation of 
Sections 4.3.04, 4.5.01 or 4.5.02 of this Appendix shall result in injury to 
the Subscriber which will be difficult to ascertain and to prove.  The 
Company therefore agrees that, as a fair and reasonable compensation for 
the injury, it will send to the affected Subscriber a letter of apology and 
notify, in writing, the collection agency, copies of which such letter and 
notice shall be sent to the Commissioner.  Further, if any credit agency is 
contacted by the Company or any collection agency collecting delinquent 
accounts on behalf of the Company in violation of Section 4.3.04 of this 
Appendix, the Company shall, in addition to taking the foregoing actions, 
(i) notify the credit agency contacted as a result of such referral that the 
referral was wrongly made and should not adversely affect the 
Subscriber's credit standing, a copy of which notice(s) shall be sent to the 
affected Subscriber and the Commissioner, and (ii) send the affected 
Subscriber a payment of Five Hundred Dollars ($500.00).  The Company 
agrees that this compensation constitutes liquidated damages, not a 
penalty or forfeiture.
 -- EQUIPMENT PROVIDED BY THE COMPANY
Types of Equipment To Be Provided
The Company shall offer to potential Subscribers (at the time such Persons 
request any Service), and shall provide to all Subscribers, A/B switches 
pursuant to the guidelines established by the FCC and effective as of the 
date of the Agreement.  In the event that the FCC has no guidelines 
governing the provision of A/B switches, the Company shall provide A/B 
switches (or their equivalent under alternative technologies) to its 
Subscribers at a charge not to exceed the Company's cost.  Subscribers 
who elect to have an A/B switch installed at the time of subscription to 
Cable Service shall not be charged for the cost of installing the A/B 
switch.  Subscribers who elect to obtain an A/B switch after the time of 
subscription may either install the switch themselves, following clear 
instructions supplied free of charge by the Company, or may request the 
Company to install the switch for a reasonable fee.   
Intentionally Deleted.
The Company shall supply a parental control device to any Subscriber requesting 
one.  Such device, if used properly, shall permit the Subscriber to prohibit 
viewing of a particular Cable Service during periods selected by that 
Subscriber.  Further, the Company shall provide information periodically 
on the System to Subscribers pertaining to the availability of parental 
control devices.
The Company shall supply a closed caption decoder to any hearing impaired 
Subscriber who requests one at a charge not to exceed the Company's 
cost.   
Terms for Rental and Loaner Equipment
As provided in Appendix C to this Agreement, the Company may require deposits 
on certain equipment it provides to Subscribers, provided that the 
Company shall return to Subscribers their deposits together with a 
reasonable amount of interest, and provided further, that there shall be no 
discrimination among or between Subscribers in either the requirement 
for or the amount of any deposit.  The Company shall permit the return of 
such equipment to any Service Center.  When equipment is returned, the 
Company shall either promptly test it to ensure that it is not damaged or 
waive any damage claims, and shall give the Subscriber a receipt 
showing, in addition to the date and time of the return and the Subscriber 
name, the model and serial number of the returned equipment.  The 
Company shall return to the Subscriber his or her deposit, plus interest 
minus any reasonable amount, if any, deducted for damage to the 
equipment or the amount of any outstanding balance owed to the 
Company within the next applicable billing cycle.
(a) If such equipment is lost, damaged or stolen by reason of an intentional, 
wrongful act by, or the gross negligence of, the Subscriber, or if the 
Subscriber gives the equipment to a third party to return to the Company 
and the third party does not do so, then the Subscriber shall be liable for 
the replacement cost of the equipment.  If such equipment is lost, 
damaged or stolen through the wrongful act of a third party, or any other 
event outside the Subscriber's control (such as a burglary or a fire in the 
Subscriber's building), then the Subscriber shall have no Liability for the 
equipment, provided that the Subscriber files with the Company 
reasonable documentation on the cause of any such loss, theft or damage 
to any equipment (e.g., a police report).  If such equipment is lost, 
damaged or stolen otherwise than in the circumstances described in the 
preceding two sentences, the Subscriber shall be liable for the 
depreciated book value of the equipment.  In the event such equipment is 
lost, stolen or damaged, and the Company seeks to charge the Subscriber 
for such equipment, the Company shall give a written, dated notice to the 
Subscriber of the amount sought and the Subscriber's opportunity to refer 
the matter to the PSC in accordance with the provisions of Section 590.5 
of the PSC regulations and to DoITT.  If referral is not made within 
thirty (30) days of the date of the notice, the Company may commence its 
collection procedures pursuant to Section 4.5 of this Appendix.  The 
Company shall keep records showing the resolution of Subscriber claims 
regarding lost, stolen or damaged equipment, which records shall be 
submitted in written or computer disk form to the Commissioner as the 
Commissioner may reasonably request from time to time, within fifteen 
(15) days of such request.  If the Commissioner determines that the 
Company is abusing its discretion in charging Subscribers for such 
equipment, the Commissioner may establish appropriate rules and 
regulations to correct such practices.
(b) In the event the Company reasonably 
determines that a Subscriber is repeatedly filing documentation under the 
previous paragraph (a) with respect to lost, stolen or damaged equipment 
(which shall include filings prior to the Effective Date), and the Company 
can reasonably demonstrate that the Subscriber is abusing the intent of 
this Section for personal profit, the Company may, upon written notice to 
the City and with the notice to the Subscriber described in the previous 
paragraph, decline to replace said equipment, and may charge the 
Subscriber for its full replacement value.  The Company agrees to 
designate an employee or employees to be responsible for addressing and 
resolving the theft-related activities described in this paragraph (b).  No 
later than one (1) year after the Effective Date, the Company and the 
Commissioner, in consultation with the City Police Department, shall 
review the procedures established hereby to determine if such procedures 
can be improved to more effectively meet the purposes of such 
procedures, and if agreement is reached on alternative procedures, then 
such procedures will replace the procedure established hereby.
For billing purposes, the return of rental equipment shall be deemed to have taken 
place on the day such equipment is returned.
Notice That Equipment Is Available.  The Company shall provide in the 
Subscriber Handbook information about the availability and function of 
the equipment described in this Section 5 of this Appendix, as well as the 
location, hours of operation and telephone number for each Service 
Center, where such equipment may be obtained.
Demonstration of Equipment.  The Company shall provide free demonstration of 
such equipment at the Service Centers.
 - SERVICE INTERRUPTION AND REPAIR SERVICE
Interruption of Service.  The Company shall exercise its best efforts to limit any 
scheduled interruption of any Cable Service for any purpose to periods of 
minimum use.  Except in emergencies or incidents requiring immediate 
action, the Company shall provide the Commissioner and all affected 
Subscribers with prior notice of scheduled Service interruptions, if such 
interruptions will last longer than thirty (30) minutes.  For any other 
scheduled service interruption, the Company must give notice 
electronically by placing an alphanumeric message on an information 
Channel or similar Channel on the System from time to time and at least 
once an hour, no more than twenty-four (24) and no less than twelve (12) 
hours before the interruption of Service occurs, unless the Commissioner 
authorizes the provision of shorter notice.
Time Periods by Which Outages and Service Interruptions Must Be Corrected and 
Repairs Made
The Company shall maintain sufficient repair and maintenance crews so as to be 
able to correct outages and service interruptions and other repair 
problems within the following time periods:
An outage, which is defined for purposes of this Appendix I as loss or significant 
impairment of all or a significant portion of Channels affecting twenty 
(20) or more Subscribers served from the same amplifier shall be 
corrected within twelve (12) hours after the Company learns of it;
a service interruption, which is defined for purposes of this Appendix I as loss or 
significant impairment of all or a significant portion of Channels 
affecting one (1) or more Subscribers(s) except for a problem caused by 
an intentional, wrongful act of the Subscriber or by the Subscriber's own 
equipment which was not supplied by the Company, shall be repaired 
within forty-eight (48) hours after the Company receives a request for 
repair service, unless the request is made after 4:00 p.m. on a Friday, in 
which event the repair shall be made no later than the next business day. 
For purposes of this Agreement, "loss or significant impairment of all or a significant 
portion of 
Channels" shall be determined in accordance with the performance standards set forth in 
Appendix A to this Agreement.
The Company shall maintain, at all times, an adequate repair and service force in 
order to satisfy its obligations pursuant to the foregoing Section 6.2.01(i).  
In order to satisfy its obligations pursuant to Section 6.2.01(ii), in cases 
where it is necessary to enter upon a Subscriber's premises to correct any 
reception problem or other service problem, the Company shall make 
available service calls: continuously during the period of 7:30 a.m. to 
7:00 p.m. (May 1 through October 31) and 7:30 a.m. to 6:00 p.m. 
(November 1 through April 30) on weekdays and continuously for at least 
eight (8) hours on each Saturday.  During such periods, a Subscriber may 
request any four (4) hour period for the Company to correct any such 
problem, provided that the Company's customer service representatives 
shall at all times endeavor to be aware of service or other problems in 
adjacent areas which may obviate the need to enter a Subscriber's 
premises.  The Company shall provide on Saturday the same level of 
service it provides during any weekday, such that repair services provided 
on Saturday are not significantly different than during any weekday (other 
than a weekday evening).
The Company shall comply with the procedures set forth in Section 11.7 of this 
Appendix regarding contact with Subscribers in connection with any visit 
to a Subscriber's premises in connection with its obligations under this 
Section 6.2.  In no event shall the Company cancel any necessary 
scheduled service call less than twenty-four (24) hours prior to the 
scheduled time for the service call, except in circumstances beyond the 
Company's control.
Failure To Meet Time Periods May Be Excused.  The Company's failure to 
correct outages or service interruptions or to make repairs within the 
stated time periods shall be excused in the following circumstances:
if the Company could not obtain access to the Subscriber's premises and complied 
with the procedures set forth in Section 11.7 of this Appendix; or
if the Commissioner, acting reasonably, agrees with the Company that correcting 
such outages or service interruptions or making such repairs was not 
reasonably possible within the allotted time period.
No Charge for Repair Service.  Except as permitted by Section 5 of the 
Agreement, the Company shall not impose any fee or charge any 
Subscriber for any service call to his or her premises to perform any 
repair or maintenance work, unless such work was necessitated by an 
intentional act or gross negligence of such Subscriber.  If the City is 
preempted by federal law from regulating fees or charges for repair 
services or maintenance work, the City will not enforce this provision to 
the extent of such preemption.
Service Calls to be Provided on a Nondiscriminatory Basis
.  As required by Section 3.2 of the Agreement, the Company shall provide all service calls 
throughout the Initial Construction Area in the Existing Franchise on a nondiscriminatory 
basis.
Records of Repair Service Requests
The Company shall keep records capable of showing all requests for repair 
service and information on service interruptions (to the extent available 
with respect to each of the following types of information), which shall 
show, at a minimum, the name and address of the affected Subscriber, the 
City block number for the block on which such Subscriber resides or is 
otherwise located, the date and the approximate time of request, the date 
and approximate time the Company responds, the date and approximate 
time Service is restored, the type and the probable cause of the problem, 
the Signal level measured on four (4) Channels equally spread across the 
active analog band on the System after corrective action, if applicable, 
the corrective steps, if any, taken, and the names of the Company 
employees who took the corrective action(s).  Should a repeat service call 
to address the same problem be needed within thirty (30) days of the 
original service call, the signal level shall be measured on ten percent 
(10%) of the Channels equally spread across the active analog band.  
Such records shall also describe the corrective action taken, and, in the 
case of outages, shall estimate the number of Subscribers affected.  For 
the purposes of this Section 6.6.01, "time" shall mean the time of request 
or appointment period, as applicable.
Any information in the records required by Section 6.6.01 of this Appendix may 
be destroyed six (6) years after such information was collected, unless the 
Commissioner authorizes the Company, in writing, to destroy any 
information required by Section 6.6.01 prior to the expiration of such six 
(6) year period.  However, the Commissioner may require the Company 
to retain such information for a longer period of time or may require that 
the information be turned over to the Commissioner in lieu of its 
destruction.
The Company shall submit to the Commissioner a report in such form and 
containing such information as the Commissioner may reasonably 
request, summarizing the information contained in the records required 
by Section 6.6.01 of this Appendix in written or computer disk form on a 
quarterly basis, such report to be submitted by the fifteenth (15th) day 
following the end of each calendar quarter.  Upon request of the 
Commissioner, the Company shall promptly submit to the Commissioner 
additional information in an appropriate format to verify and supplement 
the information contained in the report required by the preceding 
sentence and the Company's compliance with its obligations under 
Section 6.6.01 of this Appendix.  The Commissioner may waive the 
submission of such reports as the Commissioner deems appropriate.
 -- SUBSCRIBER COMPLAINTS
Operation of the Service Centers and Payment Centers.  As set forth in Section 3 
of this Appendix, the Company shall operate its Service Centers, train its 
employees and maintain its telephone lines so that Subscribers' 
complaints are resolved quickly, professionally and politely.  The 
Company agrees to terminate the use of any Payment Center if the 
Commissioner determines that such Payment Center is operating in a 
manner which is clearly inconsistent with these consumer protection 
standards, unless the Company demonstrates to the satisfaction of the 
Commissioner that the problems leading to such determination have been 
corrected.
Participation in the Customer Commitment Program.  The Company shall 
participate in the New York City Better Business Bureau's Customer 
Commitment Program, which provides for mediation and/or arbitration of 
customer complaints at the customer's request.  For the purposes of this 
Agreement, "complaint" shall mean (i) any written communication by a 
Subscriber or potential Subscriber expressing dissatisfaction with any 
nonprogramming aspect of the Company's business or operation of the 
System or (ii) any oral communication by a Subscriber or potential 
Subscriber reduced to writing, including to a computer form, expressing 
dissatisfaction with any nonprogramming aspect of the Company's 
business or operation of the System, unless the Company resolved such 
complaint during the course of the oral communication.  If, as a result of 
Subscriber complaints or information received in a questionnaire or 
survey, the Commissioner determines that the Company is not complying 
with the complaint resolution procedures pursuant to this Appendix, then 
the Commissioner shall adopt standards requiring the Company to reduce 
all complaints to a written form.
Review of Complaint Resolution Process In connection with the preparation of 
the Subscriber Handbook required by Section 2.1 of this Appendix, the 
Company shall review and, if necessary, revise its existing complaint 
resolution process annually.
Time Period for the Resolution of Complaints.  Except where another time period 
is required by any other provision of this Appendix or this Agreement, the 
Company shall make its best efforts to resolve, as soon as practicable and 
in no event later than ten (10) business days, all complaints after they are 
received by the Company.  Within two (2) business days of receiving a 
written complaint or a complaint forwarded to the Company by the 
Commissioner, the Company shall notify the Person who made the 
complaint, either by telephone or in writing, that the complaint has been 
received and that the Company will make its best efforts to resolve such 
complaint within ten (10) business days of receipt of such complaint by 
the Company.  Complaints which constitute billing disputes shall be 
subject to the procedures set forth in Section 4.4 of this Appendix I in 
lieu of this Section 7.4.
Appeal of a Resolution to the Commissioner
The Company shall notify, in writing, any Person from whom a complaint has 
been received that the Company believes in good faith has not been 
resolved within the ten (10) business day period under Section 7.4.01, of 
the Company's proposed resolution of the complaint, which notice shall 
include the address and telephone number provided by the Commissioner 
from time to time, by which a Subscriber may notify the City regarding a 
complaint and shall state that, unless an appeal is taken to the 
Commissioner within ten (10) business days after the date of the 
notification letter, the Company's resolution of the complaint shall be 
considered final.  As set forth in Section 2.1.01(vi) of this Appendix, the 
Company shall also provide this information in the Subscriber Handbook.
The Commissioner shall notify the Company by mail, telephone, or electronic 
means, of any such appeal within one (1) week after it is received by the 
Commissioner.
If the Company's stated resolution of the complaint is appealed to the 
Commissioner within ten (10) business days as set forth in Section 7.5.01 
of this Appendix, then the Company shall assist the Commissioner in the 
investigation thereof by the Commissioner, by providing whatever 
documents, materials or other types of information are reasonably 
requested by the Commissioner.  
The Commissioner shall have thirty (30) days in which to complete the 
investigation and to notify the Company of the manner in which the 
Commissioner believes the dispute should be resolved.  Before 
completing the investigation, the Commissioner shall consult both with 
the Person who registered the complaint and with the Company.  
Complaints may be referred to the Commissioner before the Company has issued 
a resolution, if the Company has exceeded the time allowed for resolving 
complaints under Section 7.4 of this Appendix.
Referral of Complaints from the Commissioner to the Company
If the Commissioner is contacted directly about a complaint concerning the 
Company, the Commissioner shall notify the Company.
Within ten (10) business days after being notified about the complaint, the 
Company shall issue to the Commissioner a report detailing the 
investigation thoroughly, describing the findings, explaining any 
corrective steps which are being taken and indicating that the Person who 
registered the complaint has been notified of the resolution.  The 
Company's obligation to provide such a report may be satisfied by the 
submission to the Commissioner of a copy of the Company's letter to the 
Subscriber, to be delivered to the Subscriber pursuant to Section 7.5.01 of 
this Appendix, provided that the Company shall provide additional 
information at the reasonable request of the Commissioner.
Complaint Records
The Company shall maintain complaint records, which shall record the date a 
complaint is received, the name and address of the affected Subscriber, 
the City block number for the block on which such Subscriber resides or 
is otherwise located, a description of the complaint, the date of 
resolution, a description of the resolution and an indication of whether 
the resolution was appealed.  
Any information in the records required by Section 7.7.01 may be destroyed after 
six (6) years after such information was collected, unless the 
Commissioner authorizes the Company, in writing, to destroy any 
information required by Section 7.7.01 prior to the expiration of such six 
(6) year period.  However, the Commissioner may require the Company 
to retain such information for a longer period of time or may require that 
the information be turned over to the Commissioner in lieu of its 
destruction.
The Company shall submit to the Commissioner the records required by Section 
7.7.01 of this Appendix in written or computer disk form on a quarterly 
basis.
 -- NOTICE
Notice Required
The Company shall provide notice to the Commissioner and all Subscribers of 
any of the following changes, which notice shall be provided no later than 
thirty (30) days prior to the effective date of any such change, unless the 
Company does not know of such change, in which case the Company 
must provide such notice: (a) within five (5) business days of the date 
upon which the Company first knows of such change, in writing to the 
Commissioner and electronically on the affected Channel(s), if possible, 
and on the Channel on which available Cable Services are listed, at least 
ten (10) times a day during the two (2) week period immediately 
following such fifth business day, and (b) to all affected Subscribers in 
the earliest practicable monthly bill sent to Subscribers or a separate 
mailing made within the same period following such change:
any change in a programming Service, which shall mean the discontinuation of an 
existing Service, a change in Dial Location of any Service or a significant 
increase or decrease in the number of hours a Service is carried over the 
System;
any change in the rates or charges or significant terms or conditions for the 
receipt of any Service;
any change in the location or significant change in the hours of operation of any 
Service Center;
any significant change in billing practices; or
any significant change of any of the policies or other information set forth in the 
Subscriber Handbook.
The foregoing notice requirements are in addition to the notice requirements contained 
elsewhere in this Appendix, including those regarding the termination of Cable Service and 
outages and service interruptions.
Unless otherwise explicitly provided, all notices required by Section 8.1.01 shall 
be in writing no later than the periods specified in Section 8.1.01, except 
that any notice in connection with a change in Dial Location or an 
increase or decrease in the number of hours a Service is carried over the 
System may be provided electronically on the System, so long as such 
electronic notice is made at least ten (10) times a day during the two (2) 
week period prior to the effective date of such change.  All notices 
required by Section 8.1.01 of this Appendix shall specify, as applicable, 
the Service or Services affected, the new rate, charge, term or condition, 
the effect of the change, and the effective date of the change.
Notwithstanding the requirements of Section 8.1.01 of this Appendix I, with 
respect to any change involving only the addition of a Service, the 
Company shall provide written notice of such change to the 
Commissioner within five (5) business days of such change and to all 
affected Subscribers in the earliest practicable monthly bill sent to such 
Subscribers following such change, unless the Company shall have 
already provided written notice to all affected Subscribers.
The Company shall comply with any and all applicable state and local law 
requirements including, but not limited to, those required by Section 224-
a of the New York Public Service Law and Section 590.80 of the PSC 
regulations.
 -- TERMINATION OF SERVICE AND DISCONNECTION
Notice of Termination of Service.  As described in Section 4.3.03 of this 
Appendix, the Company may terminate Service to any Subscriber whose 
bill has not been paid after it becomes delinquent, so long as the 
Company gives proper notice to the Subscriber as provided in 
Section 4.3.03 of this Appendix and the billing dispute resolution 
procedures have not been initiated.
Termination on Sundays, Holidays or Evenings.  The Company shall not 
terminate Service to Subscribers at any time when the Service Centers are 
closed.
Resubscription to Cable Service.  The Company shall not refuse to serve a former 
Subscriber whose Service was terminated, so long as all past bills and 
late charges have been paid in full.  The Company may not charge such 
terminated Subscriber any fee(s) not applied to former Subscribers who 
voluntarily terminated Service.
Length of Time to Disconnection.  If disconnection occurs at the Subscriber's 
written or oral request, then, for billing purposes, it shall be deemed to 
have occurred three (3) days after the Company receives the request for 
disconnection unless (i) it in fact occurs earlier or (ii) the Subscriber 
requests a longer period.
Scheduling Appointments.  The Company shall provide Subscribers with 
"appointment window" time blocks of no more than four (4) hours 
(running continuously from 7:30 a.m. to 9:00 p.m. on weekdays and 
9:00 a.m. to 5:00 p.m. on Saturdays) for selection of Subscribers, during 
which its work crew shall visit the Subscriber's premises to disconnect 
service.  Further, the Company shall comply with the procedures set forth 
in Section 11.7 of this Appendix regarding contact with Subscribers in 
connection with any visit to a Subscriber's premises in connection with its 
obligations under this Section 9.5.
Restoration of Subscriber Premises.  The Company shall ensure that the 
Subscriber's premises are restored to their original condition if damaged 
by the Company's employees or agents in any respect in connection with 
the installation, repair or disconnection of Cable Service.
No Fee for Disconnection.  The Company shall not charge any fee for 
disconnection.  If, however, the Subscriber pays the amount in arrears to 
the Company when the Company is on the Subscriber's premises to 
disconnect Service, then the Company may charge the Subscriber a 
reasonable collection fee, provided that such Subscriber is notified of 
such collection fee in the notice required by Section 4.3.03.
 -- CREDITS
Grounds.  As a result of the Company's failure to comply with these consumer 
protection standards, the Company shall provide to each affected 
Subscriber or potential Subscriber, as applicable, the following credits:
for a failure of the Company's crew to arrive at the Subscriber's premises within 
the promised four (4) hour period for any installation service, as provided 
in Section 2.3.01 of this Appendix, unless otherwise excused by Section 
11.7(ii) of this Appendix, a credit equal to free installation and the 
amount that would have otherwise been billed to such Subscriber for all 
Cable Services selected by such Subscriber for the first billing period 
following installation;
for a failure of the Company to complete installation of Service within the 
scheduled time period provided for in Section 2.3.03 of this Appendix, 
unless otherwise excused, a credit equal to free installation;
for any service interruption as defined in Section 6.2 which lasts more than 
four (4) continuous hours in any twenty-four (24) hour period or any four 
(4) hours in any calendar day (provided that, to the extent access to the 
Subscriber's premises is required to effect such repair, the Subscriber has 
granted the Company such access), a minimum credit in an amount equal 
to one-thirtieth (1/30) times for recurring charges for Cable Services (i.e. 
all charges for Cable Service minus non recurring charges, such as 
installation and pay-per-view charges) for the affected Subscribers for the 
preceding billing period for the Service(s) as to which the service 
interruption occurred for each twenty-four (24) hour period during which 
a service interruption continues for at least four (4) continuous hours, 
subject to Section 10.4 of this Appendix I;
for any outage, as defined in Section 6.2, which remains unrepaired for more than 
the period in which such repair is to be made under Section 6.2, a 
minimum credit in an amount equal to one-thirtieth (1/30) times the 
average bill for recurring charges for Cable Services (i.e., all charges for 
Cable Service minus nonrecurring charges, such as installation and pay-
per-view charges) for all Subscribers in the Initial Construction Area in 
the Existing Franchise for the preceding billing period (or, upon request 
of the Subscriber, an amount equal to one-thirtieth (1/30) times the total 
bill for recurring charges for Cable Services of such Subscriber for the 
preceding billing period), for each twenty-four (24) hour period during 
which such reception problem persists for at least four (4) hours;
for a failure of the Company's crew to arrive to correct any service interruption or 
make any repair during the stated time period, as specified in 
Section 6.2.02 (except where such failure is excused by Section 6.3 or 
except where such crew is no longer required due to a repair effected in a 
nearby portion of the System, in which case the Subscriber shall be 
notified by telephone that a visit to such Subscriber's residence is no 
longer necessary), a credit in an amount equal to all charges billed to such 
Subscriber for the preceding monthly billing period; and
for the improper termination of Service to a Subscriber, free reconnection and a 
credit in an amount equal to all charges billed to such Subscriber for a 
period equal to two (2) times the total number of days such Subscriber 
does not have Service.
Purpose.  The Company agrees that each of the foregoing occurrences 
necessitating such credits shall result in injury to such Subscribers, which 
injury will be difficult to ascertain and to prove.  The Company agrees 
that each of the foregoing credits is a fair and reasonable compensation 
for such injury and that such compensation constitutes liquidated 
damages, not a penalty or forfeiture.
Calculation.  For the purpose of calculating the amount of credit owed pursuant to 
Section 10.1(iii) or (iv) of this Appendix, such four (4) hour period shall 
be deemed to have begun at the time the outage or service interruption 
occurred.
Provision.  With respect to any credit described in Section 10.1(iii), the Company 
shall automatically, upon request of or notice from a Subscriber, provide 
a credit on such Subscriber's bill for Subscribers affected by a service 
interruption.  With respect to any credit described in Section 10.1(iv), the 
Company shall automatically provide a credit on each Subscriber's bill 
for Subscribers affected by an outage that occurs, at least in part, between 
6:00 p.m. and 12:00 a.m.  An outage affecting an identifiable location, 
locations or geographical area shall be presumed to have affected all 
Subscribers within such location, locations or geographical area if the 
outage exceeds four (4) continuous hours and some part of the outage 
occurs between 6:00 p.m. and 12:00 a.m.  If the Company cannot 
determine who was affected by an outage entirely between 12:00 a.m. 
and 6:00 p.m., then it shall provide a credit to any eligible Subscriber who 
makes application therefor by written or oral notice within ninety (90) 
days after the outage occurred.  With respect to any other credits 
enumerated in Section 10.1 of this Appendix, the Company shall provide 
such credits automatically to the affected Subscriber's next bill.
 -- MISCELLANEOUS REQUIREMENTS
Effect on Nonsubscribers and Utilities.  The Company shall not allow its System 
to interfere with the television reception of any Person other than a 
Subscriber, or to interfere with, obstruct or hinder the operation of any 
utility.
Charge for Downgrades.  The Company shall not impose a charge upon a 
Subscriber for any downgrading of a Subscriber's Service except in the 
following circumstances:
the Subscriber has been notified of such charge in writing of at least ten (10) 
point type;
the charge does not exceed the cost of the downgrade to the Company;
the downgrade was not requested by a Subscriber affected by "a significant 
programming change" or a "network change" within forty-five (45) days 
of the receipt by the Subscriber of the notice required by Section 
590.80(b)(4) and (c)(4), or 590.80(a), of the PSC regulations.
Subscriber Information.  From time to time, the Company shall, to the extent 
practicable, display a written notice on the weather channel or other 
channel approved by the Commissioner in the Commissioner's 
reasonable discretion, stating that information, complaint resolution and 
repair service may be obtained by telephoning the Company at the 
telephone number(s) specified in Exhibit 1 hereto or by visiting a Service 
Center at the locations specified in Exhibit 1 hereto.  In addition, at the 
request of the Commissioner, the Company shall distribute over the 
System, on all Access Channels when used by the Company or an 
Affiliated Person, pursuant to the fallow time rules, and with such 
frequency as the Commissioner shall reasonably specify, public service 
announcements regarding such matters or other aspects of the City's 
regulatory and oversight obligations or undertakings regarding the 
Company or the System, provided, however, that such announcements 
shall be placed during normal program breaks.
Overpayment Credits.  If, at any time, the Company becomes aware or if it is 
determined that a Subscriber is entitled to credit(s) otherwise than as a 
result of the operation of Section 10 of this Appendix, the Company shall 
(i) promptly credit such Subscriber's account, or (ii) upon request, and in 
no event later than the next applicable billing cycle after such request is 
made, issue the Subscriber a check in the amount of the credit, regardless 
of the amount to which the Subscriber is entitled, provided, however, that 
the Company shall expedite the issuance of the check upon the City's or 
Subscriber's reasonable request where the failure to issue a check on an 
expedited basis would cause hardship to the Subscriber.
Rights of Action.  The City and each Subscriber on his or her own behalf shall 
have the right to enforce each of the requirements of this Appendix; and 
each Subscriber shall have the right to bring an action on his or her own 
behalf to enforce the Company's obligations pursuant to this Appendix.
Cable Guide.  The Company shall include in cable service program guides (or a 
reasonable alternative thereto, such as bill stuffers or the Channel on 
which available Cable Services are listed) distributed to Subscribers a 
schedule of programming on the Access Channels, which schedule shall 
be provided to the Company by the Community Access Organization or 
the City, as applicable, in a format and within a time period to be agreed 
upon by the Community Access Organization or the Commissioner, as 
applicable, and the Company.
Procedures for Contacting Subscribers.  Following the scheduling of an 
appointment with any Subscriber within the time periods specified 
elsewhere in this Appendix (the "appointment period"), the Company 
shall:
make a reasonable effort, within a reasonable time prior to the appointment 
period, to telephone the Subscriber or potential Subscriber to confirm the 
appointment, provided, however, that the obligation to make such 
telephone call shall not apply where the appointment is scheduled to 
occur (i) within forty-eight (48) hours of the initial scheduling of the 
appointment or (ii) before or during the next business day if the request is 
made after 4:00 p.m. on a Friday.  If such telephone call is not answered, 
in person or by an answering machine, the Company shall make a second 
call to such Subscriber or potential Subscriber within a reasonable time 
thereafter to confirm the appointment; and
during the appointment period, either:  (a) arrive at the Subscriber's or potential 
Subscriber's premises, as promised, or (b) prior to such arrival, telephone 
the Subscriber's or potential Subscriber's premises to determine whether 
the Subscriber is present during such appointment period.  If, upon arrival 
at the Subscriber's or potential Subscriber's premises, the Company is not 
able to secure access to the premises, the Company's employee or 
representative shall make a reasonable effort to arrange for the premises 
to be telephoned immediately to determine whether the Subscriber or 
potential Subscriber is present.  If such telephone call is not answered in 
person, the Company shall, if possible, leave a notice under the door of 
the premises advising that the Company did arrive at the premises during 
the appointment period, and the completion of such tasks shall be deemed 
an appropriate cancellation by the Company of the scheduled 
appointment.  In the event that, prior to arrival at the Subscriber's or 
potential Subscriber's premises, the Company telephones the Subscriber 
to determine whether the Subscriber is present at the premises and such 
call is not answered in person or by a device which states that the 
Subscriber is, in fact, present and awaiting the Company's arrival, then 
the Subscriber shall be deemed to have cancelled the scheduled 
appointment.
In the event that there is not a working telephone at the Subscriber's or potential 
Subscriber's 
premises at the time of the appointment period, then the Company shall be required to arrive 
at 
the Subscriber's or potential Subscriber's premises during the appointment period, and, in 
such 
circumstances, the Company may not rely upon the telephone procedures described above.
Receipts.  In connection with any transaction between the Company and a 
Subscriber which involves a visit to a Subscriber's premises or place of 
business, the Company will, in each such case when requested by the 
Subscriber, provide such Subscriber a written receipt briefly describing 
such transaction and the date and time thereof.  The Company shall 
reasonably seek to inform each such Subscriber in writing of the 
availability of such a receipt.
Governing State Law.  In the event that any of the provisions of this Appendix of 
this Agreement are preempted by and unenforceable under any rules or 
regulations promulgated by the PSC, or adopted by the New York State 
legislature (collectively, the "State"), the rules or regulations adopted by 
the State shall govern and the Company's compliance with such rules or 
regulations shall be deemed satisfactory performance.
Reports on Changes.  .  In the event the Company makes any significant changes 
in staffing, equipment or resources (for example, a significant decrease in 
its service workforce) for fulfilling its consumer service obligations 
pursuant to this Appendix I, the Company shall promptly provide a 
written report to the Commissioner explaining such change(s) and the 
justification therefor.
 -- FAILURE TO COMPLY WITH THESE REQUIREMENTS
Material Requirements.
The Company agrees that substantial failure to comply with any material 
requirement set forth in these consumer protection standards shall 
constitute a failure to comply with a material provision of the Agreement.  
The Company also agrees that if the Commissioner determines, in the exercise of 
his or her sole discretion, that the Company has, after notice from the 
Commissioner, repeatedly failed to comply with any requirement set 
forth in these consumer protection standards, then the Commissioner may 
elect to treat such failure in all respects as a failure to comply with a 
material provision of this Agreement, provided that no such repeated 
failure shall be deemed to have occurred by reason of actions or 
inactions, taken in the good faith belief that such do not constitute a 
failure, during pendency of a good faith dispute as to whether such 
actions or inactions at issue constitute a failure. 
City's Remedies for a Failure to Comply With These Consumer Protection 
Standards.  In addition to the City's other remedies, the Company agrees 
that if it fails substantially to comply with a material requirement set 
forth in this Appendix, it shall pay to the City liquidated damages as 
provided in Section 14.3.01(viii) of the Agreement and pursuant to the 
terms of Section 14 of the Agreement.
Liability for Contractors'/Subcontractors' Failure to Comply.  If the Company fails 
to take reasonable steps to ensure that its contractors, subcontractors or 
agents abide by these consumer protection standards, the Company shall 
be liable for any breach of these consumer protection standards 
committed by its contractors, subcontractors, or agents just as if the 
Company itself had committed the breach.
Reporting.  The Company shall provide reports documenting its compliance with 
the requirements of this Appendix I and other customer service matters as 
set forth in Exhibit 2 attached hereto and made a part hereof.

DESIGNATION AND LOCATION OF SERVICE CENTERS



[TO BE INSERTED BY COMPANY.]


CONSUMER PROTECTION REPORTING REQUIREMENTS





        To the extent that specific equipment has been selected, the Engineering Analysis and 
System 
Architecture should list the manufacturer and model of said equipment.  Otherwise, such 
information should 
be supplied when the actual equipment is selected.  To the extent that the Company has 
provided a list of the 
specific equipment to be utilized, the Company may thereafter change said equipment upon 
written notice to 
the Commissioner demonstrating that the performance quality of the new equipment will not be 
less than 
that of the equipment for which it is being substituted.
        The Company shall be entitled to substitute a piece of equipment, if any is 
available, which is 
equivalent to the foregoing equipment to the extent that such alternative equipment possesses 
features which, 
to the satisfaction of the Commissioner, are sufficient to measure fully each of the 
applicable parameters set 
forth in Exhibit 1 to this Appendix A.
* To the extent that any such drop is located on a block which is completely unwired, the 
installation shall be completed within ninety (90) days of the request.  All other 
installations shall be completed in accordance with the normal installation obligations of 
this Agreement.
In individual circumstances which involve nonstandard connections (i.e., those involving 
unusual or excessive costs to the Company or circumstances in which there are multiple 
buildings at a particular facility), the Company and the Commissioner shall agree upon 
an appropriate charge for such connection equal to not more than the Company's cost of 
time and materials an and appropriate allocation of indirectly costs (not in excess of eight 
percent (8%) of the time and materials' costs).
 
 
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Exhibit 1 to Appendix A
Effective Date: ______________________




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EXHIBIT 2
TO APPENDIX A

Exhibit 2 to Appendix A
Effective Date: ______________________


	
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