1999-080-COX COMMUNICATIONS FRANCHISE AUTHORITY

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(c) Following the Merger, Parent will cause the Surviving Corporation to continue the historic business of the Company or use a significant portion of the Company's historic business assets in a business, in each case within the meaning of Treasury Regulations Section 1.368-1(d). (d) Parent has no present plan or intention, following the Merger, to liquidate the Surviving Corporation or merge the Surviving Corporation with or into another corporation, or to sell, transfer or otherwise dispose of the stock of the Surviving Corporation or the assets of the Surviving Corporation except for dispositions made in the ordinary course of business and transfers described in Section 368(a)(2)(C) of the Code. (e) Neither Parent nor Merger Sub is an investment company as defined in Sections 368(a)(2)(F)(iii) and (iv) ofthe Code. (f) Following the Merger, the Surviving Corporation will not issue additional shares of its stock that would result in Parent losing control of the Surviving Corporation within the meaning of Section 368(c) of the Code. (g) Parent will not, in connection with the Merger, repurchase or redeem any of the Parent Class A Common Stock issued to holders of the Company Common Stock either directly or through a related party, and Parent and its related parties will not, in connection with the Merger, otherwise effect such a redemption or acquire Company Common Stock for consideration other than the consideration to be issued to the holders of Company Common Stock in the Merger (nor have they done so). Any reference to Parent includes a reference to any successor or predecessor of Parent, except that the Company is not treated as a predecessor of Parent. A corporation will be treated as related to another corporation if they are both members of the same affiliated group within the meaning of Section 1504 of the Code (without regard to the exceptions in Section 1504(b) of the Code) or they are related as described in Section 304(a)(2) of the Code (disregarding Treasury Regulations Section 1.1502-80(b )), in either case whether such relationship exists immediately before or immediately after the acquisition. (h) The fair market value of the Parent Class A Common Stock and other consideration received by each holder of the Company Common Stock will be approximately equal to the fair market value of the Company Common Stock surrendered in the exchange. (i) Parent and Merger Sub will pay their respective expenses, if any, incurred in connection with the Merger. G) No stock of Merger Sub will be issued in the Merger. Section 4.11 Material Adverse Effect. Since December 3 I, 1998, there has not been any Parent Material Adverse Effect. ATl/90584-8 31