1999-080-COX COMMUNICATIONS FRANCHISE AUTHORITY

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shares of Series A Junior Participating Preferred Stock, par vafue $1.00 per share ("the Series A Preferred Stock"), of which no shares were outstanding as of the close of business on the day prior to the date hereof, and (iii) 4,940,000 shares of preferred stock, par value $1.00 per share, of which no shares were outstanding as of the cl(jse of business on the day prior to the date hereof. All outstanding shares are duly authorized, validly issued, fully paid and nonassessable, and no class of capital stock of the Company is entitled to preemptive rights. There are no options, warrants or other rights to acquire capital stock (or securities convertible into or exercisable or exchangeable for capital stock) from the Company, other than (w) the issuance of up to a maximum of 3,250,000 shares of Company Common Stock pursuant to the Directors Plan and the Option Plan and other Stock Option arrangements, (x) the issuance of up to a maximum of 60,000 shares of Series A Preferred Stock pursuant to the Company Rights Agreement, (y) the issuance of up to a maximum of 600,000 shares of Company Common Stock pursuant to the Warrant issued to the Stephens Group, Inc. pursuant to the Financial Advisory Agreement dated as of May 1, 1996 between Stephens Group, Inc. and the Company (the "Warrant") and (z) the Contracts set forth on Schedule 3 .2(b ). From the close of business on the day prior to the date hereof until the execution of this Agreement, the Company has not issued any capital stock or any options, warrants or other rights to acquire capital stock (or securities convertible into or exercisable or exchangeable for capital stock) other than the issuance of shares of Company Common Stock pursuant to options referred to in clause (w) above that were outstanding as of the close of business on the day prior to the date hereof. Except as set forth on Schedule 3 .2(b ), all outstanding shares of capital stock of, or other equity or voting interest in, the Company Entities (other than the Company) are owned by the Company or another Company Entity, free and clear of all Liens (other than Permitted Stock Restrictions and such liens as are described in clause (d) of the definition of "Permitted Liens"), and no Person has any right to acquire any shares of capital stock of, or other equity or voting interest in, any of the Company Entities (other than the Company). (c) No Other Subsidiaries. Except as set forth in Schedule 3.2(c), none of the Company Entities owns or has the right or obligation to acquire voting securities or other ownership interests in any other Person, other than the Company Entities (the "Investment Interests"). Such Investment Interests are owned free and clear of any and all Liens, other than Permitted Liens and Liens arising (i) pursuant to the constituent documents of such entities in which the Company Entities own such Investment Interests and (ii) the other agreements relating thereto listed on Schedule 3.7(a). Section 3.3 Governmental Authorization: Noncontravention. (a) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby require no action by or in respect of, or filing with, any Governmental Authority, other than: (i) notices to, or consents or waivers from, the relevant Franchising Authorities in respect of the Franchises (the "franchise Consents"), and the FCC in connection with a change of control of the holder of the FCC licenses of the Company Entities or the assignment of such FCC Licenses ("License Consents"); (ii) the filing of a certificate of merger with respect to the Merger with the Secretary of State of Delaware and appropriate documents with the relevant authorities of other states in which Merger Sub is AT1I90584-8 13