1999-080-COX COMMUNICATIONS FRANCHISE AUTHORITY

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Acquisition Proposal which provides for (x) transfer or issuance of securities representing more than 50% of the equity or voting interests in the Company, (y) a merger, consolidation, recapitalization or another transaction resulting in the issuance of cash or securities of any Person (other than a reincorporation or a holding company merger that results in the Company's shareholders owning all of the equity interests in the surviving corporation) to the Company's shareholders in exchange for more than 50% of the equity or voting interests in the Company, or (z) transfer of assets, securities or ownership interests representing more than 50% of the consolidated assets or earning power of the Company, or (2) any Person (other than Parent or an Affiliate of Parent) commences a tender offer that results in the acquisition by the Person making the tender offer of a majority of the Company Common Stock, then the Company shall pay to Parent the Termination Fee. (e) Any payment of the Termination Fee pursuantto this Section 9.3 shall be paid immediately prior to the termination of this Agreement, except that any payment of the Termination Fee pursuant to Section 9.3(d) shall be paid within one (I) Business Day of the Company or any other Company Entity entering into an agreement contemplated by Section 9.3(d)(C)(l) or within one (1) Business Day of the acquisition by the Person making the tender offer of a majority of the Company Common Stock contemplated by Section 9.3(d)(C)(2). Any payment of the Termination Fee shall be made by wire transfer of immediately available funds. If one party fails to pay to the other promptly the Termination Fee, the defaulting party shall pay the costs and expenses (including legal fees and expenses) in connection with any action, including the prosecution of any lawsuit or other legal action, taken to collect payment, together with interest on the amount of any unpaid fee at the publicly announced prime rate of The Bank of New York in New York City from the date such fee was required to be paid to the date it is paid. ARTICLE TEN PUBLIC STATEMENTS Section 10.1 Public Statement and Press Releases. Neither the Company on the one hand, nor Parent or Merger Sub, on the other hand, without the prior written consent of the other, or except as required by law in the judgment of outside legal counsel for such party or legal process, shall make any press release or other public statement concerning this Agreement or the transactions contemplated by this Agreement; provided, however, that nothing in this Section 10.1 shall be deemed to prohibit any party hereto from making any disclosure which its counsel deems necessary or advisable in order to fulfill such party's disclosure obligations imposed by law or the rules of any national securities exchange or automated quotation system. Parent and Merger Sub each agrees that the discussion (to the extent permitted under applicable securities laws) of the transactions contemplated hereby by the Company with the Company Entities' lenders, the Company Entities' Affiliates (and their respective directors, officers, employees, partners and stockholders), the Company's counselor other professional advisors, and any Person whose consent or waiver may be necessary or desirable in order to consummate the transactions contemplated hereby, shall not be deemed to be "intended for" or to "result in public dissemination," for the purposes of the foregoing sentence. The Company agrees that the discussion (to the extent required under applicable securities laws) of the transactions contemplated hereby by Parent with Parent's lenders and AT1I90584-8 51