CUSIP No. 000000000 13D Page 15 of 15
CUSIP No. 000000000
Exhibit 9
Execution Copy
MANAGEMENT AGREEMENT
This MANAGEMENT AGREEMENT (this "Agreement") is made as of the
7th of April 7, 1999 between XXXXX INTERCABLE, INC., a Colorado corporation
("Owner"), and COMCAST CORPORATION, a Pennsylvania corporation ("Comcast").
BACKGROUND
WHEREAS, Owner or subsidiaries of Owner own at least a
majority interest in, or manage, the cable communications systems listed on
Schedule A attached hereto and may in the future own at least a majority
interest in, or manage, other cable communications systems (collectively, the
"Systems"); and
WHEREAS, Comcast is experienced in the management and
operation of cable communications systems, and Owner, on behalf and for the
benefit of Owner's shareholders and of the Systems, has requested Comcast to
render services in connection with the management and operation of the Systems'
multichannel video business and any other businesses the Systems are or may be
engaged in, and Comcast is willing to do so on the terms and conditions
hereafter set forth.
NOW, THEREFORE, the parties hereto, intending to be legally
bound hereby, agree as follows:
1. Definitions. Except as otherwise defined herein, the
following terms shall have the following meanings when used in this Agreement:
"Act" shall mean the Communications Act of 1934, as amended
or modified from time to time, and any rules or regulations promulgated
thereunder.
"Affiliate" shall mean, with respect to either the Owner or
Comcast, any other Person directly or indirectly controlling or controlled by or
under direct or indirect common control with such party, provided that Owner and
its subsidiaries shall not be deemed Affiliates of Comcast and its subsidiaries.
"FCC" shall mean the United States Federal Communications
Commission.
"FCC Licenses(s)" shall mean all federal and other
communications licenses, permits and other authorizations (but not including any
Franchise or Permit) which are necessary to conduct the business or operations
of the Systems.
"Franchise(s)" shall mean all municipal, county or state
franchises, or other authorizations, and applications therefor, which are
necessary in connection with the operation of the Systems.
"Managed Systems " shall have the meaning set forth in
Section 6.
"Permit(s)" shall mean any federal, state or local license,
permit or other governmental or nongovernmental authorization, other than a
Franchise or an FCC License, which is necessary to the conduct of the business
or operations of the Systems.
"Person" shall mean any individual, corporation,
partnership, joint venture, trust or unincorporated organization, or a
government or any agency or political subdivision thereof.
"System Revenues" shall mean the aggregate gross operating
revenues derived by the Systems from all sources as determined in accordance
with generally accepted accounting principles except those items expressly
excluded pursuant to the next sentence. The term "System Revenues" shall not
mean revenue or income derived by the Owner and its wholly-owned companies from
any of the following sources: (a) from the sale of any asset of the Systems not
in the ordinary course of business; (b) interest income; (c) proceeds from the
financing or refinancing of any indebtedness of the Owner and its subsidiaries;
(d) extraordinary gains in accordance with generally accepted accounting
principles; or (e) management fees from Managed Systems
2. Appointment. Subject to the terms hereof, and to the terms
of any applicable law, including the Act, any regulation, Franchise, FCC License
or Permit, court order or administrative enactment relating to the Systems,
Comcast will supervise the management and operation of the day-to-day activities
of the Systems, including the expansion or rebuilding of the Systems, subject to
such direction and control of Owner as Owner may reasonably determine from time
to time. Owner agrees that Comcast may cause one or more of its subsidiaries
(other than Owner and its subsidiaries) to provide services under this
Agreement. Schedule A will be amended by the mutual agreement of the parties
from time to time to reflect the addition or deletion of Systems as to which
this Agreement will apply. The parties agree that Owner's subsidiaries listed on
Schedule A as owning the Systems are intended to be third party beneficiaries
and third party obligors of this Agreement with respect to the System or Systems
owned.
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3. Services. Specifically, and without limiting the generality
of the foregoing, Comcast will provide or arrange for and supervise the
performance of the following functions or services:
a. accounting, billing and cash management, including
supervision of the maintenance of all accounting,
bookkeeping, collections and other financial records
relating to the Systems;
b. corporate development;
c. customer service;
d. employee benefits;
e. engineering and facilities management, including (i)
evaluating new equipment, materials and techniques and
making recommendations in accordance with its
evaluations, (ii) establishing and implementing general
technical standards and procedures and (iii)
establishing and implementing programs for preventive
maintenance and monitoring their effectiveness;
f. human resources, including the employment, training,
instruction and supervision of all personnel necessary
to conduct daily operations of the Systems;
g. internal audit;
h. insurance, bonds and risk management, including the
purchase of such policies of insurance (including
Comcast's blanket coverage) necessary and appropriate
in accordance with normal industry practice, with such
policies covering both the Owner and Comcast as insured
thereunder as their interests may appear;
i. investor relations;
j. legal and regulatory, including preparing and filing,
or causing to be prepared and filed, all necessary
applications, filings, reports, statements and other
documents as are required in connection with the
operation of the Systems with governmental and
regulatory agencies (including any income tax filings);
provided that upon request of the Owner, Comcast will
provide to the Owner a copy of all applications,
filings, reports, statements or other documents before
the same are filed or submitted; and provided further
that it is understood that federal income tax filings
of the Owner shall be signed by a nationally recognized
accounting firm selected by the Owner and with whom the
Comcast shall cooperate;
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k. operations; payroll; purchasing;
l. programming, including the negotiation on behalf of the
Owner for transmission over the Systems of affiliation,
carriage, programming and bulk subscriber agreements;
m. sales and marketing, including the formulation and
supervision of all advertising, marketing and sales
programs and engagement and appointing on behalf of the
Systems of advertising, marketing and public relations
agencies and consultants for such purposes;
n. strategic planning;
o. tax and treasury;
p. the negotiation of contracts, leases, deeds, releases,
assignments and any other agreements on behalf of the
Owner or the Systems, as appropriate, for the purchase,
lease, license or use of such properties and rights as
may be necessary or reasonably desirable in connection
with the construction, operation or maintenance of the
Systems;
q. construction and development of the Systems, including
the selection and appointment of all subcontractors,
equipment suppliers and vendors;
r. subject to the provisions of all applicable Franchises
or ordinances or other binding contracts or
legislation, the selection and pricing of all services
to be provided to the customers of the Systems;
s. supervision of performance of all aspects of the daily
operation and maintenance of the Systems;
t. maintenance of a continuing liaison with federal, state
and local governmental officials regarding the
Franchises, FCC Licenses, Permits, pole line
agreements, leases and other contracts, rights and
licenses of the Systems which require periodic review
and/or renegotiation;
u. conduct relationships on behalf of the Systems with
accountants, attorneys, consultants, investment
bankers, lenders, technical advisors and other persons
acting in any other capacity, reasonably deemed by
Comcast necessary or desirable in connection with the
Systems' business; and
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v. taking any other action in connection with the
construction, development, operation and maintenance of
the Systems which is commercially reasonable,
appropriate and necessary in order to manage and
operate the Systems.
4. Standard of Service. Comcast will use commercially
reasonable best efforts in managing the Systems and in performing its
obligations hereunder in the best interests of the shareholders of Owner and the
Systems. In no event shall Comcast obtain goods or services for the Systems
(taking into account all relevant considerations) at a cost in excess of the
price the Systems)could obtain from a third party in an arms-length transaction.
5. Most Favored Nation Except as provided in paragraph 6 below
and to the extent permitted under Comcast's current agreements with third
parties, Comcast will use its commercially reasonable best efforts to ensure
that the Systems will receive all discounts, favorable terms, opportunities and
other benefits (including participation in new technology, new businesses and
integration of functions) in all material respects substantially to the same
extent and on substantially the same terms which Comcast is able to obtain for
its similarly situated owned or managed cable communication systems whether
based on Comcast's buying power or otherwise.
6. Reimbursement. Comcast shall provide at its expense the
services of such divisional area regional personnel as may be necessary or
desirable to provide general management services to the Systems at a level or
levels above the Systems' local operations, which services were previously
provided by Owner's corporate office personnel, including the out-of-pocket
expenses (such as rent and utilities) associated with providing such services
except that Comcast shall be entitled to reimbursement from Owner for its
reasonable out-of-pocket and other reasonable expenses allocable to services
provided to the Systems' indicated on Schedule A which are managed, but not at
least majority owned, by Owner (the "Managed Systems") to extent that Owner
actually receives reimbursement for such expenses from the Managed Systems.
Except as set forth in the preceding sentence, Comcast shall be entitled to
reimbursement from Owner for its reasonable out-of-pocket and other reasonable
expenses allocable to the management and operation of the Systems, including
without limitation on account of allocable costs associated with the Systems'
integration and participation in operating functions or units with Comcast's
other cable communications systems (such as customer service call centers). Such
costs shall be allocated and documented in a reasonable manner and shall be
subject to Owner's review upon Owner's reasonable request. All such
reimbursements will be for no more than the actual cost incurred by Comcast,
except that the reimbursement for programming charges shall be made in an amount
equal to the sum of (i) the actual cost incurred by Comcast plus (ii) one-half
of the difference between the cost Owner would pay in an arms-length transaction
if Owner were a stand-alone multiple cable communications systems operator with
a subscriber base equal to that of the Systems, and the actual cost incurred by
Comcast. Such reimbursements will be made monthly in arrears, upon reasonably
sufficient detail and documentation submitted by Comcast to Owner.
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7. Management Fee. As compensation for all services hereunder,
Comcast shall be paid an annual management fee at a per annum rate equal to four
and one-half percent (4.5 %) of System Revenue. If any System becomes obligated
to make any refunds to its subscribers, System Revenue for the ensuing month
shall be reduced by the amount of such refunds. The fee will be paid in monthly
installments in arrears based on good faith estimates, with appropriate
adjustments based on actual System Revenue made following completion of the
Systems' financial statements for a fiscal year.
8. Term\Termination. Owner shall have the right to terminate
this Agreement effective as of April 7, 2004 by written notice to Comcast no
later than January 7, 2004, and if no such notice is given, this Agreement shall
automatically terminate on April 7, 2009. Notwithstanding the preceding
sentence, this Agreement shall terminate immediately upon the earlier of any of
the following events:
a. if Comcast materially breaches this Agreement and
Comcast fails to cure such breach within 20 days after
receipt of written notice from the Owner advising
Comcast of the action resulting in such breach (or, if
such breach is not susceptible to cure within such 20
day period, fails to cure such breach as promptly as
possible, but in any event, within 60 days after
receipt of written notice from the Owner), provided
that the foregoing 60 day cure period will not apply to
any willful breach of this Agreement by Comcast;
b. Upon notice by Owner to Comcast if Comcast, or any
employee or consultant thereof, engages in any act of
gross negligence, dishonesty, willful misfeasance or
gross misconduct that is materially harmful to the
Owner and its subsidiaries taken as a whole;
c. Upon notice by Owner to Comcast if Comcast will be
unable to pay its debts as such debts become due
(whether upon maturity, acceleration or otherwise);
d. Comcast and its subsidiaries no longer owns securities
possessing voting rights entitling it or them to elect
a majority of the Board of Directors of Owner; or
Termination of this Agreement in accordance with this Section
8 shall not affect the rights of either Comcast or the Owner with respect to any
damages either may have suffered as a result of any breach of this Agreement,
nor shall it affect the rights of Comcast or the Owner with respect to any
indemnification liability, or claim accruing, or based upon events occurring,
prior to the date of termination.
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9. Representations and Warranties. Each of Owner and Comcast
represents to the other that: (i) it has been duly organized and is existing as
a corporation in good standing under the laws of its jurisdiction of
incorporation with full corporate power and authority to enter into this
Agreement and to consummate the transactions contemplated hereby; and (ii) this
Agreement has been duly authorized by all necessary corporate action on its
part, has been duly executed and delivered by it and constitutes its legal,
valid and binding obligation, enforceable against it in accordance with the
terms hereof, except as enforcement may be limited by bankruptcy, insolvency,
moratorium or other similar laws affecting the rights of creditors generally and
except for limitations imposed by general principles of equity. Comcast hereby
represents and warrants that except where the failure to make any filing with,
or to obtain any permit, authorization, consent or approval of, any governmental
entity would not prevent or materially delay consummation of the transactions
contemplated by this Agreement, or otherwise prevent or materially delay the
performance by Comcast of its obligations under this Agreement, no filing with,
and no permit, authorization, consent or approval of, any governmental entity is
necessary for the execution, delivery and performance of this Agreement by
Comcast and the consummation of the transactions contemplated by this Agreement.
Comcast hereby represents and warrants that neither the execution, delivery or
performance of this Agreement, nor the consummation of the transactions
contemplated hereby, will (i) conflict with or result in any breach of any
provisions of the Certificate or Articles of Incorporation, as the case may be,
or the By-Laws of Comcast, (ii) result in a violation or breach of, or
constitute (with or without due notice or lapse of time or both) a default
under, any of the terms, conditions or provisions of any note, security
interest, license, contract, agreement, other instrument or obligation to which
Comcast is a party or by which it or any of its properties or assets may be
bound or affected, (iii) result in a violation or breach of any other duty or
obligation by Comcast to any other Person or by which Comcast is bound, or (iv)
violate any order, writ, injunction, decree, statute, rule or regulation
applicable to any Comcast or any of its properties or assets.
10. Additional Covenants.
a. Comcast shall maintain appropriate records of its
activities hereunder and shall make such records
available to Owner upon reasonable request and
Comcast shall make periodic reports of its
performance of all services hereunder to Owner in
accordance with Owner's reasonable request.
b. Comcast shall submit an annual budget for the review
and approval of Owner. Comcast shall not deviate
significantly from an approved budget without the
approval of the Owner.
c. Comcast shall comply, and shall cause each of the
Systems to comply, with all applicable laws,
including the Act, FCC Licenses, Franchises,
Permits, the rules and regulations of the FCC, and
all applicable orders of any court having
jurisdiction over Owner, Comcast or any of the
Systems.
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d. Comcast shall use best efforts to promptly forward to
the Owner copies of all material correspondence,
notices and the like from governmental authorities
having jurisdiction over the Owner and its
subsidiaries
e. Comcast shall deliver to Owner all reports and other
information required under Owner's and System's
credit facilities, in accordance with Owner's
reasonable request.
f. Comcast shall cooperate with and provide reasonable
access to any auditor or consultant retained by Owner
to review and evaluate Comcast's performance of this
Agreement, including a review of cost allocations and
expense reimbursements made under this Agreement. Any
such review and evaluation shall be at the cost of
Owner, provided, however, that Comcast shall
reimburse Owner for the entire cost of any such
review and evaluation that results in a material
payment to Owner or other material benefit to Owner,
whether such payment or benefit is made by the mutual
agreement of the parties, pursuant to Section 14 or
otherwise.
11. Negative Covenants. Comcast hereby covenants that
notwithstanding any other provision of this Agreement, without the prior written
consent of Owner, it shall not:
a. Enter into any agreements or transactions or obtain
any services on behalf of the Owner or the Systems
with or from any Affiliate of Comcast other than
those specifically set forth in this Agreement
without the prior written consent of Owner except for
agreements or transactions on terms that are no less
favorable to the Owner, or its subsidiaries, as
appropriate, than those which might be obtained at
the time from a person or entity who is not an
Affiliate of Comcast in an arm's length transaction;
b. Change the independent auditor of Owner or change
Comcast's independent auditor such that Comcast and
Owner have the same independent auditor.
12. Indemnification.
a. The Owner will indemnify and hold harmless Comcast,
its Affiliates, and all officers, directors,
employees, stockholders and agents of Comcast and its
Affiliates (individually, a "Comcast Indemnitee")
from and against any
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and all claims, demands, costs, damages, losses,
liabilities joint and several, expenses of any nature
(including reasonable attorneys', accountants' and
experts' fees and disbursements),judgments, fines,
settlements and other amounts (collectively,
"Damages") arising from any and all claims, demands,
actions, suits or proceedings, civil, criminal,
administrative, or investigative (collectively,
"Claims") in which the Comcast Indemnitee may be
involved or threatened to be involved, as a party or
otherwise, arising out of Comcast's performance under
this Agreement or its operation of the Systems,
regardless of whether this Agreement continues to be
in effect or the Comcast Indemnitee continues to be
an Affiliate, or an officer, director, employee,
stockholder or agent of Comcast, at the time any such
Claims are made or Damages incurred, provided that
such indemnity shall not apply to any Claims or
Damages incurred due to the Comcast Indemnitee's
gross negligence, willful misconduct, or breach of
its obligation's hereunder.
b. Comcast will indemnify and hold harmless the Owner,
its Affiliates, and all of their officers, directors,
employees, stockholders, and agents of Owner and its
Affiliates (individually, a "Owner Indemnitee") from
and against any and all Damages arising from any and
all Claims in which the Owner Indemnitee may be
involved or threatened to be involved, as a party or
otherwise, regardless of whether this Agreement
continues to be in effect or the Owner Indemnitee
continues to be an Affiliate, or an officer,
director, employee, stockholder, or agent of the
Owner or its Affiliates at the time any such Claims
are made or Damages incurred arising out of (i)
Comcast's material breach of this Agreement, (ii)
Comcast's gross negligence or willful misconduct or
(iii) any Claim that this Agreement or the
transactions contemplated hereby breaches any
Franchise or other material agreement of Owner or the
Systems.
c. The indemnification rights contained in this Section
12 will be cumulative and in addition to any and all
other rights, remedies and recourse to which the
Comcast Indemnitee or a Owner Indemnitee, as
applicable, their respective heirs, successors,
assigns and administrators are entitled, whether
pursuant to some other provision of this Agreement,
at law or in equity. The indemnification provided in
this Section 12 shall survive termination of this
Agreement will inure to the benefit of the heirs,
successors, assigns and administrators of the Comcast
Indemnitee or Owner Indemnitee.
13. Competition. Owner acknowledges that Comcast is engaged
directly or through subsidiaries and affiliates in various other businesses.
Nothing herein will be construed to prevent the continued involvement of Comcast
or any of its subsidiaries or affiliates in other businesses, whether such
involvement now exists or occurs in the future provided, however, that Comcast
shall not engage in any activity that interferes with Comcast's obligations
hereunder or in direct competition with Owner or any System.
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14. Dispute Resolution .
a. Any dispute, controversy, claim or disagreement between
the parties hereto arising from, relating to or in
connection with this Agreement, any agreement,
certificate or other document referred to herein or
delivered in connection herewith, or the relationships
of the parties hereunder or thereunder, including
questions regarding the interpretation, meaning or
performance of this Agreement, and including claims
based on contract, tort, common law, equity, statute,
regulation, order or otherwise ("Dispute") shall be
resolved in accordance with this Section 14.
b. Level 1 Dispute Review. Upon the written request of
either party, Comcast and Owner shall each appoint a
designated representative whose task shall be to meet
the other party's designated representative (by
conference telephone call or in person at a mutually
agreeable site) in an endeavor to resolve any Dispute
("Level 1 Dispute Review"). The designated
representatives shall meet as often as the parties
reasonably deem necessary to discuss the Dispute and
negotiate in good faith in an effort to resolve the
Dispute without the necessity of any formal proceeding.
c. Xxxxx 0 Xxxxxxx Xxxxxx. If resolution of the Dispute
cannot be resolved within the earlier of (a) fifteen
(15) days of the first Xxxxx 0 Xxxxxxx Xxxxxx meeting
and (b) such time as when either party gives the other
notice of an impasse ("Level 1 Dispute Termination
Date"), a chief executive officer (or a functional
equivalent) of Comcast and a director of Owner that is
independent from Comcast shall meet (by conference
telephone call or in person at a mutually agreeable
site) within 72 hours after the Xxxxx 0 Xxxxxxx
Xxxxxxxxxxx Date for the purpose of resolving such
unresolved Dispute ("Level 2 Dispute Review").
d. Submission of Dispute to Mediation. If the parties are
unable to resolve the Dispute within a reasonable
period after commencement of the Xxxxx 0 Xxxxxxx
Xxxxxx, the parties shall give each other notice of the
existence of a continuing impasse (the date on which
both parties are in receipt of such notice, the "Level
2 Dispute Termination Date") and shall thereafter
immediately submit the Dispute to mediation in
accordance with the Commercial Mediation Rules of the
American Arbitration Association ("AAA") and shall bear
equally the costs of the mediation. The parties will
act in good faith to jointly appoint a mutually
acceptable mediator, seeking assistance in such regard
from the AAA within fifteen (15) days of the Xxxxx 0
Xxxxxxxxxxx Xxxx. The parties agree to participate in
good faith in the mediation and negotiations related
thereto for a period of thirty
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(30) days commencing with the selection of the
mediator and any extension of such period as mutually
agreed to by the parties.
e. Arbitration.
(1) If the parties cannot agree on a mediator
within fifteen (15) days of the Xxxxx 0
Xxxxxxx Xxxxxxxxxxx Date or if the Dispute
is not resolved within thirty (30) days
after the beginning of the mediation and any
extension of such periods as mutually agreed
to by the parties, the Dispute shall be
submitted to, and finally determined by,
binding arbitration in accordance with the
following provisions of this Section 14,
regardless of the amount in controversy or
whether such Dispute would otherwise be
considered justiciable or ripe for
resolution by a court or arbitration panel.
(2) Any such arbitration shall be conducted by
the AAA in accordance with its then current
Commercial Arbitration Rules (the "AAA
Rules"), except to the extent that the AAA
Rules conflict with the provisions of this
Section 14, in which event the provisions of
this Section shall control.
(3) The arbitration panel (the "Panel") shall
consist of three neutral arbitrators
("Arbitrators"), each of whom shall be an
attorney having five or more years
experience in the primary area of law as to
which the Dispute relates, and shall be
appointed in accordance with the AAA Rules
(the "Basic Qualifications").
(4) Should an Arbitrator refuse or be unable to
proceed with arbitration proceedings as
called for by this Section 14, a substitute
Arbitrator possessing the Basic
Qualifications shall be appointed by the
AAA. If an Arbitrator is replaced after the
arbitration hearing has commenced, then a
rehearing shall take place in accordance
with the provisions of this Section 14 and
the AAA Rules.
(5) The arbitration shall be conducted in
Philadelphia, Pennsylvania, provided that
the Panel may from time to time convene,
carry on hearings, inspect property or
documents and take evidence at any location
which the Panel deems appropriate.
(6) The Panel may in its discretion order a
pre-exchange of information including
production of documents, exchange of
summaries of testimony or exchange of
statements of position and
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shall schedule promptly all discovery and
other procedural steps and otherwise assume
case management initiative and control to
effect an efficient and expeditious
resolution of the Dispute.
(7) At any oral hearing of evidence in
connection with any arbitration conducted
pursuant to this Section 14, each party and
its legal counsel shall have the right to
examine its witnesses and to cross- examine
the witnesses of the other party. No
testimony of any witness shall be presented
in written form unless the opposing parties
shall have the opportunity to cross-examine
such witness, except as the parties
otherwise agree in writing and except under
extraordinary circumstances where, in the
opinion of the Panel, the interests of
justice require a different procedure.
(8) Within fifteen (15) days after the closing
of the arbitration hearing, the Panel shall
prepare and distribute to the parties a
written award, setting forth the Panel's
findings of facts and conclusions of law
relating to the Dispute, including the
reasons for the giving or denial of any
requested remedy or relief. The Panel shall
have the authority to award any remedy or
relief that a court of competent
jurisdiction could order or grant, and shall
award interest on any monetary award from
the date that the loss or expense was
incurred by the successful party.
(9) Except as necessary in court proceedings to
enforce this arbitration provision or an
award rendered hereunder, or to obtain
interim relief, no party nor any arbitrator
shall disclose the existence, content or
results of any arbitration conducted
hereunder without the prior written consent
of the other party.
(10) To the extent that the relief or remedy
granted in an award rendered by the Panel is
relief or a remedy on which a court could
enter judgment, a judgment upon the award
rendered by the Panel may be entered in any
court having jurisdiction thereover.
Otherwise, the award shall be binding on the
parties in connection with their obligations
under this Agreement and in any subsequent
arbitration or judicial proceedings between
the parties.
(11) The parties agree to share equally the cost
of any arbitration, including the
administrative fee, the compensation of the
arbitrators and the costs of any neutral
witnesses or proof produced at the direct
request of the Panel.
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(12) Notwithstanding the choice of law provision
set forth in Section 15, The Federal
Arbitration Act, 9 U.S.C. xx.xx. 1 to 14,
except as modified hereby, shall govern the
enforcement of this Section 14.
(f) Recourse to Courts and Other Remedies. Notwithstanding
the Dispute resolution procedures contained in this
Section 14, any party may apply to any court having
jurisdiction (a) to enforce this Agreement to
arbitrate, (b) to seek injunctive relief so as to
maintain the status quo until the arbitration award is
rendered or the Dispute is otherwise resolved, (c) to
avoid the expiration of any applicable limitation
period, (d) to preserve a superior position with
respect to other creditors, or (e) to challenge or
vacate any final judgment, award or decision of the
Panel that does not comport with the express provisions
of Section 14.
(g) Attorneys Fees. If any action, suit, or proceeding is
commenced to establish, maintain, or enforce any right
or remedy under this Agreement, the party not
prevailing therein shall pay, in addition to any
damages or other award, all reasonable attorneys' fees
and litigation expenses incurred therein by the
prevailing party.
(h) Affiliates. Each party hereto agrees that for purposes
of this Section 14, references in the parties shall
also include their respective Affiliates, who shall be
subject to the Dispute resolution procedures of this
Section 14 to the same extent as the parties.
15. Miscellaneous.
a. This Agreement may not be assigned in whole or in part
without the prior written consent of the other party.
b. The phrases "include", "including" and phrases of
similar import shall be deemed to mean "including
without limitation".
c. Except as set forth in Section 14, this Agreement shall
be construed and interpreted in accordance with and
governed by the law of the State of New York without
giving effect to the principles of conflicts of laws
thereof.
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[signature page follows]
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Management Agreement as of the date first above written.
XXXXX INTERCABLE, INC.
By: /s/ Xxxxxx X. Block
--------------------------------
Xxxxxx X. Block
Title: Vice President
-----------------------------
COMCAST CORPORATION
By: /s/ Xxxxxx X. Block
--------------------------------
Xxxxxx X. Block
Title: Vice President
-----------------------------
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