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09/28/2001 18:37 FAX 218 575 0911 WALTER & HAVERFIELD 16004J012 <br />R. Todd Hunt, Esq. <br />AugUSt 6, 2001 <br />Page 2 <br />1(b). The Asset Purchase Agreemeni between ANM and WideOpenWest Holdings, <br />LLC allows WideOpenWest Holdings, LLC tbe flexibility to creatc various subsidiary or other <br />intermediate operating entities within the context of the acquisition of the ANM properties. As <br />currently structuted, the assets acquired by (or the required equity eommitted to) WideOpenWest <br />Holdings, LLC will be dropped down to the operttting entities. WideOpenWest operating <br />entities such as WOW will ultimately hold the assets within the vanous operating regions <br />(Michigan, Ohio and Illinois). Consequently, ANM's Ohio assets will be ultimatcly acquired <br />and held by the proposed transferee, which cntity wi11 be financially liable for performanee of the <br />City's franchise obligations. The parcics have not yet created the documentation that will <br />evidence the assignment 4f assets to or acquisition of assets by WOW. <br />1(c). WOW is a new entity formed May 4, 2001, and cansequently does not have <br />independent financia] statements. The pro forma financial statements providcd as parc of the 394 <br />reflect all of the ANM assets (including the Ohio ANM properties). WideOpenWest does not <br />bave a financial disclosure that specifically references WOW as a wholly ovvned subsidiary of <br />WideOpenWest Holdings, LLC_ Nonetheless, WideOpenWest has provided in its response to <br />question 1(a) an Affidavit certifying the relationship between WideOpenWe3t Holdings, LLC <br />and WOW. <br />1(d). We attach the requested Certificates of Good Standing. <br />1(e). We attach the requested Certificate of Authorization for a foreign entity to do <br />business in the State of Ohio. <br />2. WideOpenWest Colorado, LLC, a wholly owned subsidiary of WideOpenWest <br />Holdings, LLC, launched its campetitive broadband service in the City of Lakewood, Colorado, <br />in Mazch 2001. Contaet information for the City of Lakewood is as follows: <br />7oni Inman <br />Director af Customer Relations <br />445 South Allison Parkway <br />Lakewood, Colorado 80226-3105 <br />303-987-7050 <br />3. In its Form 344 Application, WOW disclosed that it would not change the service <br />or operations of the cuirent system, in order to assure the City that WOW's acquisitioi' of the <br />ANM system would not zesult in any degradation of the quality or diversity of current system <br />service and operations. Nonetheless, you conectly observe that WOW intcnds to offer certain <br />enhanced broadband services to the City of Narth Olmsted residents, including digital cable and <br />high-speed data services, assuming market conditions permit. We observe that ANM is currently <br />in tbe midst of launching its digital cable offering. 'OW inlends to continue to implement that <br />digital launch in thc event that the City of North Olmsted has not yet been offered digital cable