1999-080-COX COMMUNICATIONS FRANCHISE AUTHORITY

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Section 4.7 Transaction Shares. The shares of Parent Class A Common Stock to be issued pursuant to Article Two will, when issued, be duly authorized, validly issued, fully paid and nonassessable, free and clear of all Liens; provided, however, that such shares of Parent Class A Common Stock shall be subject to Permitted Stock Restrictions. Section 4.8 SEC Filinl!s. (a) Parent has filed all reports (including proxy statements) and registration statements required to be filed with the SEC since December 31, 1998, (collectively, the "Parent SEC Reports"). (b) As of its filing date, each Parent SEC Report complied as to form in all material respects with the applicable requirements of the Securities Act and Exchange Act, as the case may be. (c) As of its filing date, each Parent SEC Report filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Each Parent SEC Report that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. Section 4.9 Financial Statements. The audited consolidated financial statements and unaudited consolidated interim financial statements of Parent included in the Parent SEC Reports fairly present, in all material respects, in conformity with GAAP applied on a consistent basis (except as may be indicated in the notes thereto), the consolidated financial position of Parent and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject to normal year-end adjustments in the case of any unaudited interim financial statements). Section 4.10 Reorganization. (a) Neither Parent nor Merger Sub will take any action that would cause the Merger to fail to qualify as a reorganization within the meaning of Section 368(a) of the Code, and Parent and Merger Sub will report the Merger for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code. (b) Immediately prior to the Merger, Parent will be in control of Merger Sub, within the meaning of Section 368(c) of the Code. A Tl/90584-8 30