1999-080-COX COMMUNICATIONS FRANCHISE AUTHORITY

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to, any Person who is known by any Company Entity to be considering making, or has made, an Acquisition Proposal; (iii) other than as permitted under clause (iv) below, amend or 'grant any waiver or release under any standStill or similar agreement with respect to any class of equity securities of the Company (a "Standstill AQIeement"); , (iv) enter into any letter of intent, contract, agreement, arrangement or other understanding with respect to an Acquisition Proposal (other than a confidentiality agreement as described in item (C) below); provided, that during the Initial Period, the Company may negotiate or otherwise engage in substantive discussions with, and furnish non-public information and provide a waiver or release of a Standstill Agreement (so long as such waiver or release is limited to the Initial Period) to, any Person (a "Third Partv") who delivers an Acquisition Proposal that the board of directors of the Company reasonably believes will lead to a Superior Proposal if: (A) the Company has complied with the terms of this Section 5.5, including, without limitation, the requirement in Section 5.5(c) that it notifY Parent promptly after its receipt of any Acquisition Proposal; (B) the board of directors of the Company determines in good faith, on the basis of advice from the Company's outside counsel, that it must take such action to comply with its fiduciary duties under applicable Legal Requirements; and (C) the Third Party executes a confidentiality agreement with terms no less favorable in the aggregate to the Company than those contained in the Bilateral Nondisclosure Agreement, dated May 6,1999, by and between Parent and the Company, as amended by Amendment No.1 to Bilateral Nondisclosure Agreement, dated May 7, 1999, by and between Parent and the Company (the "Confidentiality AQIeement"); or (v) take any action to render the Company Rights Agreement inapplicable to any transaction with any Person other than Parent and Merger Sub. (b) Nothing contained in this Agreement shall prevent the board of directors of the Company from complying with Rule 14e-2 and Rule 14d-9 under the Exchange Act with regard to an Acquisition Proposal; provided that the board of directors of the Company shall not recommend that the shareholders of the Company tender their shares in connection with a tender offer, except to the extent that the board of directors by vote determines in its good faith judgment that such a recommendation is required to comply with the fiduciary duties of the board of directors of the Company to shareholders under applicable Legal Requirements, after receiving the advice of outside legal counsel. As used herein, the term "Initial Period" means the 30-day period commencing on the date hereof; provided, however. that if a Third Party delivers an Acquisition Proposal meeting the requirements referred to in clause (a)(iv) above to the Company on any day within the last five days of the Initial Period, the Initial Period shall be extended (with respect to such Third Party only) so that it ends on the date which is five days after the date such Acquisition Proposal is delivered to the Company. . AT1I90584-8 37