Southern MultiMedia Communications, Inc. - Page 3




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               Cable television companies seeking to establish cable                  
          television service in particular communities enter into franchise           
          agreements with local municipal government entities for the right           
          to construct, operate, and maintain cable television systems                
          within the communities.  The franchise agreements reflect the               
          cable television companies’ general obligations and commitments             
          regarding construction and maintenance of the cable television              
          systems and the service to be provided to customers.                        
               As of 1985, under such franchise agreements, Wometco                   
          operated cable television systems in 179 communities throughout             
          the Southeastern United States.                                             
               From 1989 through 1991, at a total cost of approximately $22           
          million, Wometco undertook extensive improvements to six                    
          particular cable television systems that it operated in the                 
          suburbs of Atlanta, Georgia (hereinafter sometimes referred to as           
          “the six systems”).  These improvements involved replacement of             
          coaxial cable, power supplies, amplifiers, and other electronic             
          components and an increase in the maximum capacity of the six               
          systems from either 36 or 54 channels to 62 channels.  In the               
          cable television industry, such improvements are typically                  
          referred to as a “rebuild”.                                                 
               With regard to Wometco's six cable television systems that             
          were rebuilt from 1989 through 1991 (hereinafter sometimes                  
          referred to as “the six rebuilds”), three of the systems had been           






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