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09/28/2001 26:97 FAR 216 575 0911 WALTER & HAVERFIELD 0 005/012 R. Todd Hunt, Esq. August 6, 2001 Page 3 before the inal closing date of this transaction. Assumiag market conditions permit, WOW also intends to launch high-speed data services, on a community-by-community basis, commencing in the early part of 2002. WOW has not implemented a launch schedule date for any ANM property as of the date of this response. WOW intends to also offEr telephony services, using the Intemet platform, vahen technically and commereially praeticable. WOW has not created a timctable for of'fering telephany services. 4. In order to further competition and facilitate the development and availability of advanced technology ta residential customers, WideOpenWest has adopted aii "open access" policy under which it will, assurning sufficient nvailable capaeity and the negotiation of a ?nutually satisfactory aceess agreement with the unaffiliated ISP, provide competing Internet serviee providers with broadband aecess to their custoiner base utilizing capaciry aequired from WideOpenWest. WideOpenWest's access policy will apply in the City of Narth Olm,sted. That said, WideOpenWest intends to commence discussions with potential YSP partaiers sliortly after the final closing of this transaction. 5. WpW will agree to include cable modem service revenues as "gTOSS revenues" upon which it wil] pay a franchise fee in the City of North Olmsted, so long as such inclusion is not inconsistent with the franchise agzeement and applicable law, and all competitive providers in the City of North Olmsted agree to also include such revenues, so that WOW is not placed at a competitive disadvantage. 6. As part of the 394, WideOpenWest Holdings, LLC included a copy of its consolidated ineome statement for the twelve months ended Deeember 31, 2000. This finaneial statement reflects the consolidated activities af WideOpenWest Holdings, LLC, before consideratian of the ANM transaction. Canseguently, it is the pro forma financial statements also included as part of its 394 whieh reflect the detailed financial projections associated with the ANM properties. The pro forma financials assume that WideOpenWest will raise $85,004,000 of debt ftnancing in 2001. WideOpenWest has, however, secured commitments for 100% e ui financing for the acquisition and ongoing operation of the ANM assets. As a result, WideOpenWest has significant flexibility ta either immediately raise debt financing at an exiremely low multiple of cash flow, or simgly use 100% equity financuig for the ANM assets. In other words, WideOpenWest has positioned itself so that it can completely rely upon the equity commitments of its investors or, as is typical in the cable industcy, immediately raise debt. WideOpen'West has assumed for modeling purposes borrowing at just aver fo Tk m??om line? which is well betow the debt ratios typical in tlae eable industry. WideOpenWest has sufficient eqnity funding commitments alone ta acquire and operate the ANM asseu, but also 1ias the ability to raise additional debt financing if and whcn appropriate. WideOpenWest's Chief Accounting Officer and Controlier, leff Decker, is available to further address any questions you may have with regard to the pro forma financial statements included within tbe Form 394 package. ' ;?