8, 1994, by and between the INHABITANTS

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1 This AGREEMENT, dated p\ a 8, 1994, by and between the INHABITANTS of the Town of CLINTON, KENNE EC COUNTY, MAINE through its Board of olectmen, hereinafter called the "Town" and BETTER CABLE TV of Winslow, riaine. WHEREAS, after a public meeting of the Board of Selectmen on Ma + I$?, 1994 at the Town Hall, in said Clinton relative to the gran ing of a franchise to said Better Cable TV, for the continued operation and maintenance of a cable television system in the Town of C1inton;and WHEREAS, it is the intention of the Town to enter into an Agreement with Better Cable TV for the continued operation and maintenance of the cable television system; Now THEREFORE, in consideration of the mutual covenants and provisions herein contained, the parties hereto understand and agree as follows: 1. AUTHORIZATION That the Town of Clinton does hereby grant to Better Cable TV, its successors and assigns, the non-exclusive right, privilege and franchise to construct, operate and maintain a cable television system, including cable, poles, wires, and fixtures where necessary, upon, along, over and under the public streets of the Town for a period of fifteen (15) years from the date hereof but subject to the terms and conditions herein set out,and provided that such cables shall be placed only at such locations as may be approved in writing by the Selectmen of the Town, and Better Cable TV shall file with the Board an application in writing for each line, showing in detail the location of same, and shall furnish with le application all such information as may be required by the Board. Construction is hereby approved pursuant to the MAP of CONSTRUCTION SCHEDULE referred in Section 4 of this Agreement. The Town agrees to provide Better Cable TV an opportunity to negotiate for a renewal of this agreement at the conclusion of the 15 year contract period. 2. FRANCHISE FEE. Better Cable TV will pay the Town a monthly three percent (3%) of the gross revenues earned by Better Cable TV from the provision of cable television service in Town. This fee can be itemized on Better Cable TV's bills to its customers in Clinton. 3. PUBLIC, EDUCATIONAL AND GOVERNMENTAL ACCESS CHANNEL. If, during the term of this franchise and any subsequent renewal, the Town demonstrates that there exists a significant demand for public, educational and governmental access on the cable system, Better Cable TV will provide up to one channel and broadcast camera equipment for such access on the cable system. Better Cable TV shall continue to use any channel capacity in its discretion during all times that are not designated for public, educational, and governmental access. 4. CONSTRUCTION OF THE CABLE SYSTEM. At least three (3) miles of the cable system will be constructed per year. All town roads that are not dead ends will have cable service by the end of the ninth (9th) year of this agreement. All dead end town roads will have cable service by the end of the tenth (10th) year -f this agreement. Construction 'will be in accordance with the plan -scribed in the MAP of CONSTRUCTION SCHEDULE, attached hereto. (1)

2 5. TERRITORIAL LIHITS. The rights and privileges awarded pursuant to this franchise shall relate to and cover the entire present territorial limits of Town and any annexed thereto during the term of the franchise. In the event swn annexes additional territory during the term of this franchise, ~etter Cable TV shall provide cable television service within such areas, in accordance with all provisions of this franchise, with due diligence after notification from Town to do so. 6. REVOCATION. The Town reserves the right to revoke this franchise and rescind all rights and privileges associated with it in the following circumstances: A. If Better Cable TV should default in the performance of any of its obligations under this franchise. Better Cable TV will notify the Town within three (3) business days of any such default. B. If a petition is filed by or against Better Cable TV under the Bankruptcy Act, or any other insolvency or creditor's rights law, state or federal, and Better Cable TV shall fail to have it dismissed. Better Cable TV will notify the Town within three (3) business days of any such petition. If a receiver, trustee or liquidator of Better Cable TV is applied for or appointed for all or part of its assets. Better Cable TV will notify the Town within three (3) business days of any such application or appointment. If Better Cable TV fails to receive the necessary FCC certification unless such cause is directly attributable to an action or condition imposed by the Town. Better Cable TV will notify the Town within three (3) business days of any such failure. Upon the occurrences of any or all of these events, the Board of,.lectmen may, after hearing, upon thirty (30) days written notice to Better Cable TV citing the reasons alleged to constitute cause for revocation, set a reasonable time in which Better Cable TV must remedy the cause. If, during the thirty (30) day period, the cause shall be cured to the satisfaction of the Town, the Town may declare the not,ice to be null and void. If Better Cable TV fails to remedy the cause within the time specified, this occasion will permit the board of Selectmen to unilaterally terminate the franchise. In any event, before the franchise may be terminated, Better Cable TV must be provided with an opportunity to be heard before the Board of Selectmen. 7. PLACEMENT OF POLES. Any new poles installed by Better Cable TV will be placed at locations approved by the Board of Selectmen of the Town. 8. REMOVAL OF OBSTRUCTIONS. The Town hereby grants to Better Cable TV an easement along any streets, sidewalks or other public rights of way to trim or, if necessary, remove any trees, foliage or other debris that may hinder the construction or maintenance of the Cable system. 9. RESTORATION OF DAMAGE. All streets and sidewalks disturbed or damaged in the construction or maintenance of said cable lines shall be promptly repaired by Better CaL1e TV at its expense, and to the satisfaction of the Town.

3 . a b ' 10: CoxsIalicIIoN STAXDQS All cable erected in the Town by Better Cable L shall at all times meet with the minimun standards of the Town, as provided by Ordinance or Code. " COMPLIANCE WITH REGULATIONS.. A. Better Cable TV shall be subject to all Ordinances now in force or that may be hereafter enacted relative to the use of the streets and alleys of the Town. B. Such installation and maintenance shall be subject to all existing federal, state and local laws, statutes, regulations and bylaws and to those which may be promulgated in the future, including, but not limited to, regulations of the Federal Communications Commission. Any modifications of the Federal Communications Commission's CATV franchise standards resulting from amendment by the Federal Communications Commission, insofar as Better Cable TV or the Town cannot comply with them without modification of the Agreement, shall be incorporated into this Agreement within one (1) year of adoption of the modification. 12. SUBSCRIBER RIGHTS. A. Better Cable TV shall provide subscribers with thirty (30) days advance notice of any changes in rates, programming or channel positions, if the change is within control of Better Cable TV. The notice must be given as soon as possible in writing and through announcements on the cable system. B. At the time of installation and at least annually thereafter, Better Cable TV will provide written information to all subscribers on products and services, prices and options, installation and service maintenance policies, instructions on how to use the cable service channel positions, and billing and complaint~procedures. This information must also be provided at any time upon request. C. Bill must be clear concise and understandable and must be fully itemized, including basic and premium service and equipment charges. D. In the case of a billing dispute, Better Cable TV must respond to a written complaint within 30 days. Refund checks must' be issued promptly, but no later than (1) the next billing cycle or 30 days thereafter, or (2) upon the return of the equipment supplied by Better Cable TV if service is terminated. Credits for service must be issued no later than the customer's next billing cycle. E. Standard installations- (those that are up to 125 feet from existing distribution centers) must.be performed within seven business days after an order has been placed. F. Excluding conditions beyond Better Cable TV1s control, Better Cable TV must begin working on service interruptions promptly and in no event later than 24 hours after the interruption becomes known. Better Cable TV must begin action to correct other service problems the next business day after notification of the service problem. G. In the event picture or sound service on one or more channels to any subscriber is interrupted for 24 or more consecutive hours, Better Cable TV will grant that subscriber a pro rata credit or rebate.

4 ' 8 H. Berier 'Cable Ia office shall be open d ure usual business hours, including some evening hours at least one night per week, have a listed toll-free telephone line which is available 24 hours a day, seven days.per week, with a trained representative to answer the telephone during normal business hours. If an answering machine or answering service accepts a call after normal business hours, a trained representative must respond to the call on the next business day. Telephones must be answered within 30 seconds and call transfers must be made within another 30 seconds; callers are to receive a busy signal less than three percent of the time. I. Better Calbe TV may use "appointment windows" for service calls and installations, but the customer must be given either a specific time or, at a maximun, a four hour "window" during normal business hours. Better Cable TV may schedule service or installation visits out'side of normal business hours for the express convenience of the customer. J. Better Cable TV may not cancel an appointment with a customer after the close of business on the business day prior to the scheduled appointment. If an installer or technician is running late or will not be able to keep a previously scheduled appointment, the customer must be contacted and the appointment rescheduled at a time that is convenient for the customer. K. Complaint Procedure. 1. Better Cable TV shall ~rovide notice to subscribers as to subscribers' rights concerning quality of service in accordance with 30-A M.R.S.A. Sec 3010, sub-sec 2. as enacted by Public Law Chapter 352 of Recording subscriber complaints shall be as follows: A. Better Cable TV shall keep a record or log of all complaints received regarding quality of service, equipment malfunctions, billing procedures, rates and rate increases, employee attitude and similar matters. Those records shall be maintained for a period of 2 years. B. The record shall contain the following information for each complaint: (1) Date, time and nature of the complaint; (2) Name, address and telephone number of the person complaining: (3) Investigation of the complaints; (4.) Manner and time of resolution of the complaint; (5) If the complaint regards equipment malfunction or the quality of reception,-a report indicating. corrective steps taken, with the nature of the problem stated; and (6) Consistent with subscriber privacy provisions contained in the Cable Communications Policy Act of 1984, Public Law , Better Cable TV shall upon request send copies of the logs or records of complaints without charge to an authorized agent of the Town. Requests for logs or records will be honored within 30 days from the date of request. 13. SYSTEM DESIGN. Better Cable TV shall upgrade its facilities, equipment, and service as subscribers' demands dictate so that its network is as advanced as the

5 current state of technology with field-proven equipment will allow and which is being generally offered at that time in the industry in domparable market situations which have demonstrated to be economically viable. 14. INSURANCE. Better Cable TV shall indemnify and save the Town harmless from any and all claims, liabilities, losses, damages and expenses (the latter including but not limited to payments made under any workers1 compensation law, attorneys1 fees, witness fees and costs)'arising out of or related t.0 the construction and/or operation of the cable system. For this purpose and prior to commencing construction of any kind, Better Cable TV shall have in full force and effect and thereafter so maintain the same at all times, and file evidence thereof with the Town Manager, a good and sufficient policy of insurance with liability limits of $1,000,000 for property damage, $1,000,000 for personal injury to each person, and $1,000,000 for each accident. The said policy shall protect the Town from and against any and all claims, actions, suits, liability, expense, or damage of any kind or description which may accrue to be suffered by the Town or by anyone by reason of the construction, maintenance or operation of Better Cable TV1s cable system. 15. ASSIGNMENT. This franchise cannot be sold, transferred, leased or assigned without the prior consent of the Town. Such consent shall not be withheld by the Town without the showing of cause. 16. EARTH RECEIVING STATIONS. Nothing in this Agreement shall prohibit a resident of the Town Clinton from installing and operating an earth receiving station. compliance with the Cable Communications Policy Act of 1984 as amended and the rules and regulations of the Federal Communications Commission. 17. EXTENSION POLICY. Better Cable TV1s CATV system will be extended to serve additional areas where the average dwelling density of the extension is fifteen (15) dwelling units per mile and eight (8) dwelling units per-half mile. Once a particular area is identified as meeting the 15 units per mile density test, then Better Cable TV shall install cable and have full cable service available to those residents in that area within one year. If a group of residents who wished to be served by an extension whose density is less than fifteen (15) residential dwelling units per mile desires service and presents a request for service to Better Cable TV, Better Cable TV shall- prepare a cost estimate of the extension and divide the cost by the nominal density of15 subscribers per mile to establish the nominal unit extension cost. It will then divide the same cost estimate by the density per mile of those requesting service to establish the actual unit extension cost. The difference between the actual unit extension cost and nominal unit extension cost shall become the special installation fee, which if those requesting service agree to pay and sign irrevocable service agreements for a two-year period, shall insure servide as hereinafter provided. As additional subscribers connect to each such extension of the system,.they shall pay a special installation charge equal to one-half of the f ~ paid e by the original subscribers, wb;ch shall be refunded to the original subscribers, until either the i.tial charge to.the original subscribers is reduced to one half of the initial amount or until a three-year period has elapsed, whichever occurs first. Bet.ter Cable TV shall construct such extensions within twelve (12) months provided construction

6 .c 4 * is not delayed by weather or other eyond Better Cable TV's controi. TLe refund to original subscribers may be made in the form of a credit against their normal service charges at the option of the subscriber. Fire roads are not included in the above roads and shall not be bled unless the furthest end of the fire road is located within 300 feet of the main road. Subscribers wishing service on fire roads longer than 300 feet will be serviced only under the provisions of this section. Town roads that have sections not scheduled on the date of this agreement to receive service according to the attached MAP of CONSTRUCTION, due to a lack of utility service and/or lack of dwellings, shall receive service under the terms of this Section PUBLIC OUTLET. Better Cable TV shall provide, without charge along its routes, a single outlet to each public educational institution, police and fire station, town hall, and public library passed by cable and located within the Town upon request of the Town. Upon request of the Town in writing, Better Cable TV shall provide additional outlets in the public buildings designated above, but may charge for the cost of labor, materials, and overhead for installation of. these outlets. Monthly service for all such public connections shall be without charge to such public agency. Any existing outlets installed in schools or municipal buildings prior to the signing of this contract will remain in place with no monthly service charge to such public agency. 19. TECHNOLOGICAL CHANGES. It is Better Cable TV's and the Town's intent that new development in the state of the ar't be incorporated into the cable system whenever it would be in the subscribers' best interest to do so, taking into consideration all relevant economic and technological factors. New F vices and technological changes shall be made available to subscribers i the Town of Clinton at the same time those services and changes are made available throughout Better Cable TV's service area. 20. PARENTAL CONTROL. Better Cable TV shall make available to any subscriber so requesting, at cost, plus labor and reasonable overhead, a "parental guidance" 6r "lockout device" which will permit the subscriber at his or her option to eliminate comprehensible reception of any or all of the pay cable channels. 21. INTERIM REVIEW. On or about the third anniversary of the effective date of this franchise, the Board of Selectmen may schedule a meeting or meetings with Better Cable TV.to review its performance and future service plans. At any time, the Town may require Better Cable TV to make available. specified records, financial reports, documents, equipment lists, and information pertaining to the Town of Clinton as may be necessary to a determination of Better Cable TV's compliance with this Agreement. Better Cable TV will have 30 days to supply requested materials pertaining to the Town of Clinton NOTICE. Notices required to be sent to Town shall be in writing and shall be delivered by hand, or shall be sent by certified mail, return receipt requested, in either case to the Town Manager, Town Office, P.O. Box 219 Clinton, Maine 04927, or such other address as may be designated by '! Town in writing. Notices required to be sent to Better Cable TV sllall be in writing and shall be delivered by hand, or shall be sent by certified mail, return receipt requested, to Better Cable TV at P.O. BOX 14t

7 Waterville, Maine SEVERABILITY. * The fact that any paragraph, sentence, clause phrase or word in this Agreement should be found to be invalid by any court or any governmental agency shall not be deemed to invalidate any other provision of this Agreement. 24. ThisAgrecment replaces and supercedes the Agreement'between Better Cable TV and the Town dated August 6, Dated: (8, 1994 Better Cable TV Board of Selectmen pe t6r Drapeau Managing General Partner