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Exhibit 2.7(c)
RAP INDEMNITY AGREEMENT
THIS RAP INDEMNITY AGREEMENT is made and entered into as of April 26, 1999
(this "Agreement"), by and among the persons listed on the signature pages
hereto as of the date hereof under the heading "Sellers" (collectively, the
"Sellers"), all of the sellers (collectively, the "InterLink Sellers") under the
InterLink Purchase and Sale Agreement (as defined below), and Charter
Communications, Inc., a Delaware corporation (the "Buyer").
RECITALS:
A. The Sellers collectively own all of the outstanding partnership
interests in Xxxxxx Acquisition Partners, L.L.L.P., a Colorado registered
limited liability limited partnership (the "Company"), with the exception of a
limited partnership interest owned indirectly by InterLink.
B. Pursuant to that certain Purchase and Sale Agreement, dated as of the
date hereof, by and among the Sellers, the Company, and the Buyer (the "RAP
Purchase and Sale Agreement"), the Buyer is purchasing the partnership interests
that the Sellers own in the Company.
C. Pursuant to that certain Purchase and Sale Agreement, dated as of the
date hereof, by and among of InterLink Communications Partners LLLP, a Colorado
registered limited liability limited partnership ("InterLink"), the InterLink
Sellers, and the Buyer (the "InterLink Purchase and Sale Agreement"), the Buyer
is purchasing general and limited partnership interests in InterLink and, as a
result, will indirectly acquire the limited partnership interest InterLink owns
indirectly in the Company.
D. The parties desire to enter into this Agreement in connection with the
closings under the RAP Purchase and Sale Agreement and the InterLink Purchase
and Sale Agreement.
NOW, THEREFORE, in consideration of the foregoing, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1. Defined Terms. Terms used, but not otherwise defined, herein shall have
the respective meanings assigned to them in the RAP Purchase and Sale Agreement.
2. Indemnification. Subject to the terms and conditions hereof, the
parties hereto agree to provide the following indemnification:
2.1 Indemnification by the Sellers and the InterLink Sellers With
Respect to the Company. From and after the Closing, subject to Section 2.1 (a),
(b), and (c) below, the Sellers and the InterLink Sellers shall severally, and
not jointly, indemnify the Buyer against and hold it harmless from any and all
Indemnifiable Damages which the Buyer may suffer or incur by reason of (i) the
Company's breach of any of the Company's representations and warranties
contained in the RAP Purchase and Sale Agreement or any document, certificate,
or agreement
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delivered by the Company pursuant thereto; or (ii) the Company's breach prior to
the Closing of any of the Company's covenants or agreements contained in the RAP
Purchase and Sale Agreement or any document, certificate, or agreement delivered
by the Company pursuant thereto. However, notwithstanding anything contained in
this Agreement or the RAP Purchase and Sale Agreement to the contrary, if the
Buyer makes any claim for damages, the Buyer will use reasonable efforts to
mitigate the amount and nature thereof in accordance with customary industry
maintenance procedures. Notwithstanding anything to the contrary herein, the
foregoing obligation of the Sellers and the InterLink Sellers to indemnify the
Buyer shall be subject to and limited by each of the following qualifications:
(a) All representations and warranties made by the Company in the
RAP Purchase and Sale Agreement (or any document, certificate, or agreement
delivered pursuant thereto) shall survive the Closing for a period of one year
thereafter other than (a) the representations and warranties set forth in
Section 5.8 of the RAP Purchase and Sale Agreement, which shall survive for the
duration of the applicable statute of limitations, (b) the representations and
warranties set forth in Section 5.22 of the RAP Purchase and Sale Agreement,
which shall survive the Closing for a period of two years thereafter, and (c)
the representations and warranties set forth in Section 5.4 of the RAP Purchase
and Sale Agreement, which shall survive indefinitely. The period of survival of
the respective representations and warranties provided for in this Section is
referred to herein as the "Indemnity Period." No claim for indemnification for
breach of a representation or warranty may be asserted after the expiration of
the Indemnity Period of such representation or warranty; provided that the
written assertion of any claim by a party against the other hereunder with
respect to the breach or alleged breach of any representation or warranty (or a
series of facts stated in the written assertion of the claim which would support
such breach) shall extend the Indemnity Period for such representation or
warranty with respect to such claim through the date such claim is conclusively
resolved. No investigation by a party shall relieve the other party from any
liability for any misrepresentation or breach of warranty made by such other
party in the RAP Purchase and Sale Agreement or any related agreement.
(b) Other than with respect to a breach of Section 5.4 or 5.8 of the
RAP Purchase and Sale Agreement, (i) the Sellers and the InterLink Sellers shall
have no liability to the Buyer on or account of any Indemnifiable Damages
provided in Section 2.1 unless and until such damages in the aggregate exceed
Two Million Five Hundred Thousand Dollars ($2,500,000) (the "Threshold Amount"),
in which event the Buyer shall be entitled to all (subject to clause (ii) below
in this paragraph) of the Indemnifiable Damages from the first dollar; and (ii)
the total liability of the Sellers and the InterLink Sellers for their
respective indemnity obligation under this Section 2.1 shall be limited, in all
respects to, and shall be payable solely from, and to the extent of, the
Indemnity Fund and the Buyer's sole and exclusive remedy shall be recourse to
the Indemnity Fund upon and subject to the Buyer's compliance with the terms and
conditions of the Closing Escrow Agreement; provided, however, that (1) if
Section 2.1(c) Damages (as defined below) have been paid from the Indemnity
Fund, and if the amount remaining in the Indemnity Fund is insufficient to
satisfy claims payable under this Section 2.1(b), then the Sellers and the
InterLink Sellers, pro rata in accordance with the percentages set forth in the
Purchase Price Allocation Schedule, shall pay to the Disbursement Agent and the
Disbursement Agent shall pay to the Buyer the lesser of (x) the amount of
Section 2.1(c) Damages paid from
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the Indemnity Fund, and (y) the amount by which claims under this Section 2.1(b)
exceeds the Indemnity Fund, and (2) upon release of the Year Disbursement
Amount, each Seller and each InterLink Seller shall thereafter continue to be
severally obligated to satisfy claims for breaches of Section 5.22 brought
during the relevant Indemnity Period, in an aggregate amount no greater than the
portion of the Year Disbursement Amount actually received by such Person.
(c) With respect to any indemnification sought for a breach of
Sections 5.4 and 5.8 of the RAP Purchase and Sale Agreement, the Sellers and the
InterLink Sellers shall be obligated to indemnify the Buyer in respect of its
Indemnifiable Damages pro rata in accordance with the respective percentages set
forth on the Purchase Price Allocation Schedule. Notwithstanding paragraph (b)
above, such indemnification for breaches of Section 5.4 and Section 5.8 of the
RAP Purchase and Sale Agreement (i) shall not be subject to the Threshold Amount
set forth in (b)(i) above and (ii) shall not be limited by the amount of the
Indemnity Fund. In the event the Sellers and the InterLink Sellers are obligated
to indemnify the Buyer in respect of Indemnifiable Damages for breaches of
Section 5.4 or 5.8 of the RAP Purchase and Sale Agreement (the "Section 2.1(c)
Damages"), such obligation will be paid first from the Indemnity Fund to the
extent of any amounts remaining in the Indemnity Fund, and if insufficient funds
remain in the Indemnity Fund, then each Seller and InterLink Seller shall be
obligated for, and shall pay to the Disbursement Agent, its pro rata share
(based upon the percentages set forth on the Purchase Price Allocation Schedule)
of such shortfall, and the Disbursement Agent shall pay the amount of the
shortfall to the Buyer.
2.2 Indemnification by each Seller for Seller Breaches. From and
after the Closing, each Seller shall indemnify the Buyer against and hold it
harmless from any and all Indemnifiable Damages which the Buyer may suffer or
incur by reason of (i) inaccuracy of any of the representations or warranties of
such Seller contained in Article IV of the RAP Purchase and Sale Agreement; or
(ii) such Seller's breach of any of its covenants or agreements contained in the
RAP Purchase and Sale Agreement or any document, certificate, or agreement
delivered by such Seller pursuant thereto. Notwithstanding anything contained in
this Section 2.2 to the contrary, if there is a claim for damages, the Buyer
will use commercially reasonable efforts to mitigate the amount and nature
thereof in accordance with customary industry maintenance procedures. The
foregoing obligation of each Seller to indemnify the Buyer shall be subject to
and limited by each of the following qualifications:
(a) Each of the representations, warranties, covenants and
agreements made by such Seller in the RAP Purchase and Sale Agreement or in any
documents or instruments delivered by such Seller pursuant thereto shall survive
the Closing thereunder for a period of one (1) year thereafter, other than the
representations and warranties set forth in Section 4.1 of the RAP Purchase and
Sale Agreement, which shall survive indefinitely. Any claims made by the Buyer
pursuant to this Section 2.2 shall not be subject to the Threshold Amount. In
addition, each Seller shall be directly liable for all amounts required to be
paid by such Seller under this Section 2.2 and such amounts shall not be paid
from, nor subject to the limits of, the Indemnity Fund.
(b) Each such Seller individually, and not jointly, will
indemnify the Buyer and hold it harmless with respect to Indemnifiable Damages
required to be paid by such
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Seller under this Section 2.2. Upon the occurrence of an event to which an
individual Seller's indemnity obligation under this Section 2.2 applies, the
Buyer shall seek indemnification with respect to such Seller's liability for
such event only from such Seller and not from any other Seller(s).
2.3 Indemnification by the Buyer. From and after the Closing, the
Buyer shall indemnify the Sellers and the InterLink Sellers against and hold
them harmless from any and all Indemnifiable Damages which any of the Sellers or
the InterLink Sellers may suffer or incur by reason of (i) the Buyer's breach of
any of the Buyer's representations and warranties contained in the RAP Purchase
and Sale Agreement or any document, certificate, or agreement delivered by the
Buyer pursuant thereto; (ii) the Buyer's breach of any of the Buyer's covenants
or agreements contained in this Agreement or the RAP Purchase and Sale Agreement
or any document, certificate, or agreement delivered by the Buyer pursuant
thereto; or (iii) any liability for claims made by third parties against any of
the Sellers or the InterLink Sellers arising out of the operation of the Systems
by the Buyer after the Closing Date. Without limiting the generality of the
foregoing, with respect to the measurement of Indemnifiable Damages, the Sellers
and the InterLink Sellers shall have the right to be put in the same financial
position as they would have been in had the Buyer not breached the respective
representation, warranty, covenant, or agreement. The foregoing obligation of
the Buyer to indemnify the Sellers and the InterLink Sellers shall be subject to
and limited by the qualification that each of the representations and warranties
made by the Buyer in the RAP Purchase and Sale Agreement or pursuant thereto
shall survive for a period of one (1) year from and after the Closing Date,
unless a claim shall have been commenced prior to such time in which case the
applicable representations and warranties shall survive with respect to such
claim until such claim has been resolved, and thereafter all such
representations and warranties shall be extinguished, and no action for the
enforcement of the foregoing obligation may be commenced with respect to any
claim made more than one year following the Closing Date.
2.4 Effect of Materiality Qualifiers. For purposes of this Section
3, the determination of whether any breach of any representation or warranty in
Articles IV, V, and VI of the RAP Purchase and Sale Agreement has occurred, as
well as the determination of the Indemnifiable Damages therefrom, shall be made
without regard to any materiality or Material Adverse Effect qualifiers therein.
2.5 Notice and Right to Defend Third Party Claims. Promptly upon
receipt of notice of any claim, demand, or assessment made by any Third Party or
the commencement of any suit, action, or proceeding brought by any Third Party
in respect of which indemnity may be sought under any provision of Section 3 of
this Agreement, the party seeking indemnification (the "Indemnitee") will give
written notice thereof to the party from whom indemnification is sought (the
"Indemnitor") promptly and in any event within sufficient time to enable the
Indemnitor to respond to such claim, demand, or assessment or answer or
otherwise plead in such suit, action, or proceeding. The failure or omission of
such Indemnitee to so notify promptly the Indemnitor of any such Third Party
claim, demand, assessment, suit, action, or proceeding shall not relieve such
Indemnitor from any liability which it may have to such Indemnitee in connection
therewith, except to the extent that the Indemnitor shall have been actually
prejudiced thereby. In case any Third Party claim, demand, or assessment shall
be
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asserted or Third Party suit, action, or proceeding commenced against an
Indemnitee, and such Indemnitee shall notify the Indemnitor of the commencement
thereof, the Indemnitor shall be entitled to participate therein, and, to the
extent that it may wish, to assume the defense, conduct, or settlement thereof,
with counsel reasonably satisfactory to the Indemnitee by providing the
Indemnitee with written notice within 10 business days after the Indemnitor's
receipt of the Indemnitee's notice of the claim, demand, assessment, suit,
action, or proceeding. After notice from the Indemnitor to the Indemnitee of its
election so to assume the defense, conduct, or settlement thereof within such 10
business day period, the Indemnitor will not be liable to the Indemnitee for any
legal or other expenses subsequently incurred by the Indemnitee in connection
with the defense, conduct, or settlement thereof. The Indemnitee, at
Indemnitor's cost and expense, will cooperate with the Indemnitor in connection
with any such claim, and make personnel, books and records relevant to the claim
available to the Indemnitor. Neither party shall settle such claim, demand,
assessment, suit, action, or proceeding without the consent of the other party,
which shall not be unreasonably withheld provided that in no event shall either
party be obligated to consent to any settlement which (i) arises from or is part
of any criminal action, suit, or proceeding, (ii) contains a stipulation to,
confession of judgment with respect to, or admission or acknowledgment of, any
liability or wrongdoing on the part of such party, (iii) provides for injunctive
relief, or other relief or finding other than money damages, which is binding on
such party, or (iv) does not contain an unconditional release of such party.
2.6 Exclusive Remedy. From and after the Closing Date, the sole and
exclusive remedy of any party hereto for any claim arising under this Agreement
or the RAP Purchase and Sale Agreement (or any certificate, document, or
agreement delivered pursuant thereto) against any other party shall be the
indemnification rights provided in this Section 2, provided that nothing herein
shall relieve any party from any liability for actual fraud. Notwithstanding
anything to the contrary in Sections 2.1 and 2.2 hereof, no Seller or InterLink
Seller shall be liable to the Buyer for Indemnifiable Damages in excess of the
pro rata portion, based upon the percentages set forth on the Purchase Price
Allocation Schedule, of the Purchase Price received by such Seller or such
InterLink Seller (as the case may be).
3. Miscellaneous. The following miscellaneous provisions shall apply to
this Agreement:
3.1 Assignment. Neither this Agreement, nor any right hereunder, may
be assigned by any of the parties hereto, except that at any time, the Buyer may
(upon at least seven (7) days prior written notice to the Company) at any time
prior to the first filing of Forms 394 with any of the Company Group's
franchisors assign all of its rights hereunder to an entity owned and controlled
by Xxxx X. Xxxxx, provided, that, notwithstanding any such assignment, the Buyer
shall (with such entity) be and remain liable to the Sellers and the InterLink
Sellers for the performance and fulfillment of all of the Buyer's covenants,
duties, and obligations hereunder.
3.2 Successors. This Agreement shall be binding upon and inure to
the benefit of the Buyer and its heirs, successors or permitted assigns, and the
Sellers and the InterLink Sellers and their respective heirs, successors, or
permitted assigns, subject in all respects to Section 3.1 hereof.
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3.3 Entire Agreement. This Agreement and the RAP Purchase and Sale
Agreement (including the schedules and exhibits thereto) constitute the entire
agreement of the parties with respect to the subject matter hereof, and
supersede all prior documents, agreements (including, without limitation, that
certain letter of intent between the Sellers and the Buyer, dated February 8,
1999, and that certain letter of intent between InterLink and the Buyer, dated
February 8, 1999), promises, covenants, arrangements, communications,
representations or warranties, whether oral or written, with respect to the
subject matter hereof by or on behalf of any party hereto or any officer,
employee, representative, or agent of any party hereto.
3.4 Third Parties. Except as specifically set forth or referred to
herein, nothing herein expressed or implied is intended or shall be construed to
confer upon or give to any Person, other than the parties hereto and their
permitted successors or assigns, any rights or remedies under or by reason of
this Agreement.
3.5 Seller and InterLink Sellers Liability Several and not Joint.
Buyer acknowledges and agrees that the obligations of the Sellers and the
InterLink Sellers under this Agreement are several and not joint. Wherever this
Agreement refers to the several liability of the Sellers or a Seller's "pro rata
portion" of any amount, such liability or portion shall be determined based on
the respective percentage interest of such Seller set forth on the Purchase
Price Allocation Schedule. Wherever this Agreement refers to the several
liability of the InterLink Sellers or an InterLink Seller's "pro rata portion"
of any amount, such liability or portion shall be determined based on the
respective percentage interest of such InterLink Sellerset forth in the Purchase
Price Allocation Schedule.
3.6 Amendments in Writing. The terms of this Agreement may not be
amended, modified, or waived except by written agreement among the Buyer and the
Sellers and the InterLink Sellers whose percentages set forth in the Purchase
Price Allocation Schedule aggregate at least 66-2/3%. The failure of any party
to enforce any right arising under this Agreement on one or more occasions will
not operate as a waiver of that or any other right on that or any other
occasion.
3.7 Governing Law. This Agreement shall be construed in accordance
with and governed by the laws of the State of New York, without regard to the
conflicts of laws provisions thereof.
3.8 Interpretation. The headings used in this Agreement are inserted
for convenience of reference only and shall not constitute a part hereof or
affect in any way the meaning or interpretation of this Agreement. Each of the
parties hereto acknowledges that it has actively participated in the
preparation, drafting, and review of this Agreement, and each party hereby
waives any claim that this Agreement or any provision hereof is to be construed
against the other party hereto as the draftsperson thereof.
3.9 Notices. All notices hereunder shall be in writing and shall be
deemed to have been delivered on the date of the first attempted delivery by (a)
the United States Postal Service, unless otherwise provided herein, to the
respective party if mailed by certified mail, return receipt requested, or (b) a
reputable overnight delivery service, to the respective party at
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its address set forth below or such other address as either party may designate
to the other by written notice in accordance herewith:
If to the Sellers or the InterLink Sellers:
R&A Management, LLC
000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxx
S. Xxxxxx Xxxxxxx
Veronis, Suhler & Associates
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxx X. Xxxxx
Hampshire Equity Partners
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxx X. Xxxx
Xxxxxx Xxxxx & Partners
000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Xxxxxxxxx Xxx
PaineWebber Capital Inc.
1285 Avenue of the Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxx X. Xxxxxx
000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
With a complete copy under separate cover (which copy by itself
shall not constitute notice) to:
Xxxxxx X. Xxxxxx, Esq.
Xxxxx & Xxxxxxxxx LLP
000 Xxxx 00xx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000-0000
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If to the Buyer:
Charter Communications, Inc.
00000 Xxxxxxxxxxx Xxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxx, President
Telecopy: (000) 000-0000
With a complete copy under separate cover (which copy by itself
shall not constitute notice) to:
Xxxxxx X. Xxxx, Esq.
Senior Vice President & General Counsel
Charter Communications
00000 Xxxxxxxxxxx Xxxxx
Xx. Xxxxx, Xxxxxxxx 00000
and to:
Irell & Xxxxxxx LLP
1800 Avenue of the Stars
Xxxxx 000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxx, Esq.
Telecopy: (000) 000-0000
3.10 Severability. Any provision hereof which is prohibited or
unenforceable shall be ineffective only to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof.
3.11 Counterparts. This Agreement may be executed in one or more
counterparts, and by the parties hereto in separate counterparts, each executed
copy of which shall constitute an original and all of which together shall
constitute one agreement.
IN WITNESS WHEREOF, the parties hereunto have duly executed this
Agreement.
BUYER:
CHARTER COMMUNICATIONS, INC.
By:
------------------------
Name: Xxxxxx X. Xxxx
Title: Senior Vice President
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SELLERS:
XXXXXX ACQUISITION MANAGEMENT, L.P.,
By: RT INVESTMENTS CORP., its General
Partner
By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
VS&A COMMUNICATIONS PARTNERS II, L.P.
By: VS&A EQUITIES II, L.P. its General
Partner
By:
-----------------------------------
Xxxxxxx X. Xxxxxxxxx,
a General Partner
VS&A-RAP, INC.
By:
-----------------------------------
Xxxxxxx X. Xxxxxxxxx,
President
GREENWICH STREET (RAP) PARTNERS I, L.P.
By: GSP RAP (GP) ACQUISITION, LLC, its
General Partner
By: INTERLINK COMMUNICATIONS PARTNERS,
LLLP, its Sole Member
By: Xxxxxx, Co., its General Partner
By:
-----------------------------------
Xxxxx X. Xxxxx, Vice President
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IEP HOLDINGS I LLC
By: HAMPSHIRE EQUITY PARTNERS, L.P. I
By: LEXINGTON PARTNERS, L.P.,
its General Partner
By: LEXINGTON PARTNERS, INC., its General
Partner
By:
-----------------------------------
Xxxxx X. Xxxxx, Vice President
PAINEWEBBER CAPITAL INC.
By:
-----------------------------------
Xxxxxxxxx Xxx, President
PW PARTNERS 1995, L.P.
By: Painewebber Partners II, Inc.
its General Partner
By:
-----------------------------------
Xxxxxxxxx Xxx, Vice President
XXXXXX CHILDREN'S TRUST
By:
-----------------------------------
Xxxxxx X. Xxxxxx, Trustee
XXXXXX CHILDREN TRUST-II
By:
-----------------------------------
Xxxxxx X. Xxxxxx, Trustee
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XXXXXX CHILDREN'S TRUST III
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------
Xxxxxx X. Xxxxxx, Trustee
360 GROUP, INC.
By: /s/ Xxxx X. Xxxxxx
-----------------------------------
Xxxx X. Xxxxxx, Treasurer
XXXXXX FAMILY INVESTMENT COMPANY,
L.L.L.P.
By: its General Partners
/s/ Xxxxxx X. Xxxxxx
---------------------------------------
Xxxxxx X. Xxxxxx, General Partner
/s/ Xxxxxx X. Xxxxxx
---------------------------------------
Xxxxxx X. Xxxxxx, General Partner
/s/ Xxxxx X. Xxxxxx
---------------------------------------
Xxxxx X. Xxxxxx, General Partner
/s/ Xxxx X. Xxxxxx
---------------------------------------
Xxxx X. Xxxxxx, General Partner
/s/ Xxxxxxx X. Xxxxxx
---------------------------------------
XXXXXXX X. XXXXXX, III
/s/ Xxxxxxx X. Xxxxxx
---------------------------------------
XXXXXXX X. XXXXXX
/s/ Xxxxxxx X. Xxxxxxx
---------------------------------------
XXXXXXX X. XXXXXXX
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/s/ Xxxx X. Xxxxxx
---------------------------------------
XXXX X. XXXXXX
INTERLINK PARTNERS:
XXXXXX, CO.
By: /s/ Xxxxx X. Xxxxx
-----------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
HAMPSHIRE MEDIA PARTNERS II, L.P.
By: LEXINGTON MEDIA PARTNERS II, L.P.,
its General Partner
By: LEXINGTON EQUITY PARTNERS II, INC.,
its General Partner
By: /s/ Xxxxx Xxxxx
-----------------------------------
Name: Xxxxx Xxxxx
Title: Vice President
HAMPSHIRE EQUITY PARTNERS CAYMAN X.X. XX,
L.P.
By: LEXINGTON EQUITY PARTNERS CAYMAN II
D.B., L.P., its General Partner
By: LEXINGTON EQUITY PARTNERS II, INC.,
its General Partner
By: /s/ Xxxxx Xxxxx
-----------------------------------
Name: Xxxxx Xxxxx
Title: Vice President
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HAMPSHIRE EQUITY PARTNERS CAYMAN II, L.P.
By: LEXINGTON EQUITY PARTNERS CAYMAN II,
L.P., its General Partner
By: LEXINGTON EQUITY PARTNERS II, INC.,
its General Partner
By: /s/ Xxxxx Xxxxx
-----------------------------------
Name: Xxxxx Xxxxx
Title: Vice President
LEXINGTON MEDIA PARTNERS II, L.L.C.
By: LEXINGTON MEDIA PARTNERS II, L.P.,
its Manager
By: LEXINGTON EQUITY PARTNERS II, INC.,
its General Partner
By: /s/ Xxxxx Xxxxx
-----------------------------------
Name: Xxxxx Xxxxx
Title: Vice President
THE PERMANENT UNIVERSITY FUND OF THE
STATE OF TEXAS
By: UNIVERSITY OF TEXAS INVESTMENT
MANAGEMENT COMPANY,
its Investment Manager
By: /s/ Austin M. Long, III
-----------------------------------
Name: Austin M. Long, III
Title: Managing Director Private Markets
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THE BOARD OF REGENTS OF THE UNIVERSITY
OF TEXAS SYSTEM
By: UNIVERSITY OF TEXAS INVESTMENT
MANAGEMENT COMPANY,
its Investment Manager
By: /s/Austin M. Long III
-----------------------------------
Name: Austin M. Long III
Title: Managing Director
Private Markets
XXXXXX XXXXX & PARTNERS II, L.P.
By: XXXXXX XXXXX & PARTNERS
MANAGEMENT II, L.P., its General
Partner
By: XXXXXX XXXXX & PARTNERS MANAGEMENT
II, LLC, its General Partner
By:/s/Xxxxxx X. Xxxx
-----------------------------------
Name: Xxxxxx X. Xxxx
Title: Managing Director
XXXXXX XXXXX & PARTNERS DUTCH, L.P.
By: XXXXXX XXXXX & PARTNERS
MANAGEMENT II, L.P., its General
Partner
By: XXXXXX XXXXX & PARTNERS MANAGEMENT
II, LLC, its General Partner
By:/s/Xxxxxx X. Xxxx
-----------------------------------
Name: Xxxxxx X. Xxxx
Title: Managing Director
INTERLINK INVESTMENT CORP.
By:/s/Xxxxx X. Xxxxx
-----------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
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INTERLINK INVESTMENT II, LLC
By:/s/ Xxxxx X. Xxxxx
-----------------------------------
Name: Xxxxx X. Xxxxx
Title: Manager
XXXXXX & ASSOCIATES, INC.
By:/s/ Xxxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Chairman of the Board
XXXXXX FAMILY INVESTMENT COMPANY,
L.L.L.P.
By: its General Partners
/s/ Xxxxxx X. Xxxxxx
---------------------------------------
Xxxxxx X. Xxxxxx, General Partner
/s/ Xxxxxx X. Xxxxxx
---------------------------------------
Xxxxxx X. Xxxxxx, General Partner
/s/ Xxxxx X. Xxxxxx
---------------------------------------
Xxxxx X. Xxxxxx, General Partner
/s/ Xxxx X. Xxxxxx
---------------------------------------
Xxxx X. Xxxxxx, General Partner
XXXXXX CHILDREN TRUST
By:/s/ Xxxxxxx X. Xxxxxx, III
-----------------------------------
Xxxxxxx X. Xxxxxx, III, Trustee
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CRM II LIMITED PARTNERSHIP, LLLP
By: /s/ Xxxxxxx X. Xxxxxx III
-------------------------------
Name: Xxxxxxx X. Xxxxxx III
Title: GP
NAS PARTNERS I L.L.C.
By: /s/ Xxxx X. Xxxxxxx
-------------------------------
Name: Xxxx X. Xxxxxxx
Title: Member
NASSAU CAPITAL PARTNERS II, L.P.
By: NASSAU CAPITAL, LLC
its General Partner
By: /s/ Xxxx X. Xxxxxxx
------------------------------
Name: Xxxx X. Xxxxxxx
Title: Member
FIRST UNION INVESTORS, INC.
By: /s/ Xxxxx X. Xxxxxx
------------------------------
Name: Xxxxx X. Xxxxxx
Title: Senior Vice President
NORWEST EQUITY CAPITAL, LLC
By: ITASCA NEC, LLC, its Member
By: /s/ Xxxx X. Xxxxxx
--------------------------
Name: Xxxx X. Xxxxxx
Title: Managing Administrative Member
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DLJ FUND INVESTMENT PARTNERS II, L.P.
By: DLJ LBO PLANS MANAGEMENT CORPORATION,
its General Partner
By: /s/ Xxx Xxxxx
-----------------------------------
Name: Xxx Xxxxx
Title: Vice President
DLJ PRIVATE EQUITY EMPLOYEES FUND, L.P.
By: DLJ LBO PLANS MANAGEMENT CORPORATION,
its General Partner
By: /s/ Xxx Xxxxx
-----------------------------------
Name: Xxx Xxxxx
Title: Vice President
DLJ PRIVATE EQUITY PARTNERS FUND, L.P.
By: WSW CAPITAL INC., its General Partner
By: /s/ Xxx Xxxxx
-----------------------------------
Name: Xxx Xxxxx
Title: Vice President
DLJ CAPITAL CORPORATION
By: /s/ Xxx Xxxxx
-----------------------------------
Name: Xxx Xxxxx
Title: Vice President
DLJ CAPITAL PARTNERS I, LLC
By: DLJ LBO PLANS MANAGEMENT CORPORATION,
its Managing Member
By: /s/ Xxx Xxxxx
-----------------------------------
Name: Xxx Xxxxx
Title: Vice President
17
18
CIP INTERLINK L.L.C.
By: CO-INVESTMENT PARTNERS, L.P., its
Member
By: CIP PARTNERS LLC, its General Partner
By: /s/ Xxxxxx X. Xxxx
-----------------------------------
Name: Xxxxxx X. Xxxx
Title: Individual Managing Member
PROCIFIC INTERLINK CORPORATION
By: /s/ Xxxxx Xxxxx
-----------------------------------
Name: Xxxxx Xxxxx
Title: Director
INDIANA CABLEVISION MANAGEMENT CORP.
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------
Xxxxxx X. Xxxxxx, President
/s/ Xxxxxx X. Xxxxxx
---------------------------------------
XXXXXX X. XXXXXX
/s/ Xxxxx X. Xxxxx
---------------------------------------
XXXXX X. XXXXX
/s/ Xxxxxxx X. Xxxxxx
---------------------------------------
XXXXXXX X. XXXXXX
/s/ Xxxxxxx X. Xxxxxxx
---------------------------------------
XXXXXXX X. XXXXXXX
/s/ Xxxxx X. Xxxxxx
---------------------------------------
XXXXX X. XXXXXX
18
19
/s/ Xxxxx X. Xxxxx
---------------------------------------
XXXXX X. XXXXX
/s/ Xxxx X. Xxxxxx
---------------------------------------
XXXX X. XXXXXX
/s/ Xxxxxx X. Xxxxxx
---------------------------------------
XXXXXX X. XXXXXX
/s/ Xxxx X. Xxxxxx
---------------------------------------
XXXX X. XXXXXX
/s/ Xxxxxxx X. Xxxx
---------------------------------------
XXXXXXX X. XXXX
/s/ Xxxx X. Xxxxxx
---------------------------------------
XXXX X. XXXXXX
19
