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UU 1 ! UU 1 !UU 1 ! #_ p^7p#X` hp x (#%'0*,.8135@8:FX@# TABLE OF CONTENTS ă  ?X<`h(# PAGE NO. ă     ?<XxPI.xBACKGROUND AND SUMMARY p!(#@ 1  ?x<XxPII.xDEFINITIONS p!(#@ 5  ?<XxPIII.xTERMS AND CONDITIONS OF THE SOCIAL CONTRACT p!(#@ 6  ?<XxX` ` xA.` ` Customer Refunds ` p!(#@ 6  ?( <XxX` ` X ` ` 1. CostofService Franchises p!(#@ 6  ? <XxX` ` X X a.BST CostofService Cases p!(#@ 6  ?H <XxX` ` X X b.CPST CostofService Cases p!(#@ 7  ?<XxX` ` X ` ` 2. Benchmark Franchises p!(#@ 8  ?h<XxX` ` X X a.BST Benchmark Cases p!(#@ 8  ?<XxX` ` X X b.CPST Benchmark Cases p!(#@ 8  ?<XxX` ` xB.` ` Creation of a LowCost, Lifeline Basic Service Tier and Rate Stability Plan ` p!(#@ 9  ?<XxX` ` X ` ` 1. Creation of a LowCost, Lifeline Basic Service Tier p!(#@ 9  ?8<XxX` ` X ` ` 2. Rate Stability Plan p!(#@ 10  ?<XxX` ` X X a.Benchmark Franchises p!(#@ 10  ?X<XxX` ` X XXhh1).hhBST Rate hp!(#@ 10  ?<XxX` ` X XXhh2).hhCPST Rate hp!(#@ 10  ?x<XxX` ` X X b.CostofService Franchises. p!(#@ 11  ? <XxX` ` X XXhh1).hhBST Rate hp!(#@ 11  ?!<XxX` ` X XXhh2).hhCPST Rate hp!(#@ 11  ?(#<XxX` ` X X c.Unregulated Franchises p!(#@ 11  ?$<XxX` ` X XXhh1).hhBST Rate hp!(#@ 11  ?H&<XxX` ` X XXhh2).hhCPST Rate hp!(#@ 12 "'<0*n(n(."Ԍ ?<XxX` ` X X d.Equipment and Installation Rates for All Systems p!(#@ 13  ?X<XxX` ` xC.` ` Limitations on Rate Increases ` p!(#@ 13  ?<XxX` ` X ` ` 1. BST Rates p!(#@ 13  ?x<XxX` ` X ` ` 2. CPST Rates p!(#@ 14  ?<XxX` ` X ` ` 3. Equipment and Installation Rates p!(#@ 14  ?<XxX` ` X ` ` 4. Waiver of Right to File CostofService Cases for Future Rate Increases p!(#@ 15  ? <XxX` ` xD.` ` Resolution of Existing Rate Cases ` p!(#@ 15  ? <XxX` ` xE.` ` Infrastructure Upgrade Commitment ` p!(#@ 18  ?<XxX` ` X ` ` 1. Infrastructure Upgrade: Financial p!(#@ 18  ?<XxX` ` X ` ` 2. Infrastructure Upgrade: Technical p!(#@ 19  ?0<XxX` ` X ` ` 3. Infrastructure Upgrade: NonDiscrimination p!(#@ 20  ?<XxX` ` X ` ` 4. Infrastructure Upgrade: Failure to Meet Investment Target p!(#@ 20  ?<XxX` ` xF.` ` Migrated Product Tiers and New Product Tiers ` p!(#@ 21  ?<XxX` ` X ` ` 1. Migrated Product Tiers p!(#@ 21  ?8<XxX` ` X ` ` 2. New Product Tiers p!(#@ 22  ?<XxX` ` xG.` ` Franchises Subject to Effective or PriceConstraining Competition ` p!(#@ 23  ? <XxX` ` xH.` ` Acquired Systems ` p!(#@ 23  ?<XxX` ` xI.` ` Local Franchising Authority Right to Opt Out of the CostofService Refund Settlement ` p!(#@ 23  ? <XxX` ` X ` ` 1. Right to Opt Out p!(#@ 23  ?!<XxX` ` X ` ` 2. Effect of Opting Out p!(#@ 24  ?(#<XxX` ` xJ.` ` Reporting Requirements ` p!(#@ 24  ?$<XxX` ` xK.` ` Modification and Termination ` p!(#@ 25  ?H&<XxX` ` xL.` ` All Necessary Waivers and Preemptions Deemed Granted ` p!(#@ 25"'0*n(n(."Ԍ ?<XxX` ` xM.` ` Term ` p!(#@ 26  ?<XxX` ` xN.` ` Service of Contract and Public Notice on Interested Parties ` p!(#@ 26  ?<XxX` ` xO.` ` Public Notice ` p!(#@ 26  ?x<XxX` ` xP.` ` Entire Agreement ` p!(#@ 27  ?<XxX` ` xQ.` ` Severability ` p!(#@ 27 "` 0*n(n(@ "  ?<     = % ` (#+DRAFT%xSOCIAL CONTRACT FOR  ?< CONTINENTAL CABLEVISION, INC. ă  ?< I.xBACKGROUND AND SUMMARY.   xThe "Social Contract" set out in this document (the "Contract") relates to services and equipment offered by Continental Cablevision, Inc. ("Continental") and its subsidiaries actually or potentially subject to regulation under the terms of the applicable provisions of Title VI of the Communications Act of 1934, as amended ("Act"). xThe Commission believes that this Contract will advance the public interest by: (1) assuring fair and reasonable rates for Continental's cable service customers; (2) improving Continental's cable service by substantially upgrading the channel capacity and technical reliability of its United States cable systems; and (3) reducing the administrative burden and costs of regulation for local governments, the Federal Communications Commission ("Commission"), and Continental. xThe Contract has been negotiated by Continental and the Commission in accordance with the Commission's authority to consider and adopt "social contracts" as an alternative to other  ? <regulatory approaches applicable to cable television rates, see  ?!<CostofService Order, 9 FCC Rcd. 4527, 295304 (1994), and its authority to regulate Continental's cable services under the Act.   xThis Contract covers all of Continental's cable systems owned as of the Publication Date, including those franchises that are unregulated either because no Local Franchise Authority"h)=0*0*0*1" ("LFA") has certified and/or no complaint has been filed. Those unregulated franchises serve approximately 60% or 1.8 million of Continental's basic service tier ("BST") subscribers and approximately 46% or 1.3 million of Continental's cable programming service tier ("CPST") subscribers. Thus, the Contract will provide rate stability and other benefits for Continental customers regardless of their regulatory status. xThe principal terms of the Contract are:  ? <x"` ` The resolution of 148 costofservice cases and 229 benchmark cases. (The 148 costofservice cases consist of 73 BST and 75 CPST cases filed between September 1, 1993 and the Publication Date. The 229 CPST benchmark cases consist of 129 Form 393 cases and 100 Form 1200 cases filed between September 1, 1993 and the Publication Date.)(#`  ?p<Xx"X` ` As part of the resolution of these costofservice and benchmark cases, Continental will make inkind Refunds to its affected customers totalling approximately $9.5 million. `  ?<x"` ` The rates for BST costofservice cases resolved pursuant to this Contract will be reduced as necessary from their current levels, which Continental submitted under costofservice principles, to levels calculated pursuant to Commission Form 1200. Future BST increases for these franchises will be based solely on inflation"%0*&&@@-" and external cost increases, as permitted by 47 C.F.R. 76.922(d), including all subsequent clarifications and amendments.(#`  ?<x"` ` LFAs will have the ability to "opt out" of BST costofservice Refunds and elect to resolve any amounts owed to customers with Continental pursuant to Commission rules. Also, BST benchmark cases currently pending before LFAs will be resolved by Continental and the LFAs pursuant to Commission rules.(#`  ?<x"` ` Continental will convert its existing BSTs in all franchises into "Lifeline Basic" tiers so that customers who only can afford or who only want the most basic local programming may purchase it for a low monthly fee. To accomplish this, Continental will  ?<reduce its BST rates for all regulated franchises to 15% below the rates required by Commission Form 1200  ?<and will reduce its BST rates for all unregulated franchises to 15% below Current Rates.(#`  ? <x"` ` Continental will forego its right to use costofservice justifications to support any future rate increases in any franchises covered by this Contract during the period that the Contract remains in effect. (#`  ?`"<x"` ` On a goingforward basis, Continental's BST and CPST rates for all subscribers will be limited by the Commission's rules for inflation and external cost"%0*&&@@-" adjustments and by the "GoingForward" rules. In order to fund the sixyear capital spending program required as part of this Contract, Continental will be permitted to conduct a second round of "GoingForward" channel additions over the threeyear period from 19982000.(#`  ?<x"` ` Continental will be permitted to migrate up to four existing CPST services on each system to a single "Migrated Product Tier" ("MPT"), provided the tier is offered without a buythrough requirement of any tier other than the BST. Initially, the MPT will be capped at current CPST levels for the migrated channels on the tier, and increases will be based on inflation and external costs, pursuant to Commission rules. However, there will be no limitation on the number of new channels that Continental may add to this tier at the price of $.20 per channel plus license fees. After January 1, 1997, Continental may convert the MPT into a New Product Tier ("NPT"), provided the tier is offered without a buythrough requirement of any tier other than the BST.(#`  ?@< x"` ` Continental agrees to spend at least $1.35 billion from 1995 through 2000 to rebuild and upgrade its domestic cable facilities. This represents an annual investment that is 120% of Continental's average annual capital expenditures from 1990 through 1994.(#` "%0*&&@@-"Ԍ ?<x"` ` This Contract or any settlement contained herein does not constitute an admission by Continental of any violation of, or failure to conform to, any law, rule, or policy.(#`  ?@< II.xDEFINITIONS. xFor the purposes of this Contract, the following definitions will apply:  ? <Xx(a)X` ` "Current Rates" means those Continental system rates that are in effect as of the Publication Date, or rates that will become effective after the Publication Date and for which notice was given to subscribers on or before March 1, 1995.(#`  ?<x(b)` ` "Effective Date" means the date on which the Commission issues an order approving this Contract.(#`  ?<Xx(c)X` ` "Eligible Subscribers" means those subscribers who the Commission has determined qualify for a Refund in Continental franchises where there is a pending CPST benchmark case. (#`  ? <x(d)` ` "GoingForward rules" means the Commission's rules  ?<adopted in the Sixth Order on Reconsideration, 76 R.R.2d (P&F) 859 (1994), including all subsequent clarifications and amendments.(#`  ?`"<x(e)` ` "Lifeline Basic" means a Continental BST that has had its rates reduced 15% pursuant to section III.B. below.(#` "# 0*&&@@ +"Ԍ ?<Xx(f)X` ` "Migrated Product Tier" or "MPT" means a tier consisting of up to four services moved from a system's existing CPST(s) and to which other services may be added (as described in section III.F. below).(#`  ?@<Xx(g)X` ` "Publication Date" means the date on which this Contract was placed on public notice by the Commission.(#`  ?` <Xx(h)X` ` "Refund" means an inkind service offering in lieu of a cash amount. Such Refunds may include premium services, payperview services, additional outlet and VCR installations, viewing guides, and other services or items having an established retail value.(#`  ?0< III.XxTERMS AND CONDITIONS OF THE SOCIAL CONTRACT. (#  ?<  x A.` ` Customer Refunds. xPursuant to the settlement of Continental's existing benchmark and costofservice cases as described in this section,  ?p<Continental will provide customer Refunds, which in the aggregate total approximately $9.5 million, as set forth below. The Refunds required pursuant to this section are listed in Exhibits 15.  ?<x` ` 1. CostofService Franchises .  ?@<x` `  a.BST CostofService Cases.  ? <x` `  1).hhIn settlement of Continental's pre and postMay 15, 1994 BST costofservice cases on file as of the Publication Date, Continental will provide each of its  ?%<approximately 509,000 costofservice subscribers with an inkind"% 0*&&@@-"  ?<Refund with a minimum retail value of $5.00. This Refund has a total consolidated retail value of approximately $2,545,000. Continental will ensure that all of these costofservice subscribers have at least three inkind Refund options and at least 180 days to use the option(s) of their choice. Within 30 days of the Effective Date, Continental will submit to the Commission for its approval a list of proposed inkind Refund options.  ? <x` `  2).hhWhere an LFA elects to "opt out" of BST costofservice settlements under section III.I. below, the consolidated Refund value shall be reduced by the product of the number of subscribers in the BST costofservice franchises for which LFAs have "optedout" times the per subscriber Refund amount.  ?<x` `  b.CPST CostofService Cases. xIn settlement of Continental's pre and postMay 15, 1994 CPST costofservice cases on file with the Commission as of the Publication Date, Continental will provide each of its approximately 818,000 costofservice subscribers with an inkind Refund with a minimum retail value of at least $4.50. This Refund has a total consolidated retail value of approximately $3,681,000. Continental will ensure that all of these costofservice subscribers have at least three inkind Refund options and at least 180 days to use the option(s) of their choice. Within 30 days of the Effective Date, Continental will submit to"% 0*&&@@-" the Commission for its approval a list of proposed inkind Refund options.  ? <x` ` 2. Benchmark Franchises.  ?<x` `  a.` BST Benchmark Cases. (# xContinental will resolve any pending BST benchmark rate matters, including any possible refunds, with the affected LFAs, pursuant to Commission rules. Nothing in this Contract, including Continental's commitment to reduce BST rates to a level 15% below the applicable Form 1200 rate, shall empower LFAs to order refunds beyond any that would be required pursuant to Commission rules.  ?0<x` `  b.CPST Benchmark Cases.  ?<x` `  1).hhIn settlement of Continental's preMay 15, 1994 CPST benchmark cases on file with the Commission as of the Publication Date, Continental will provide each of  ?p< approximately 231,000 Eligible Subscribers with an inkind Refund with a minimum retail value of $2.00. This Refund has a total consolidated retail value of $462,000. Continental will ensure that these Eligible Subscribers have at least three inkind Refund options and at least 180 days to use the option(s) of their choice. Within 30 days of the Effective Date, Continental will submit to the Commission for its approval a list of proposed inkind Refund options.  ?#<x` `  2).hhIn settlement of Continental's postMay 15, 1994 CPST benchmark cases on file with the Commission as of"% 0*&&@@-" the Publication Date, Continental will provide each of approximately 351,000 Eligible Subscribers with an inkind Refund equal to $8.00. This Refund has a total consolidated retail value of approximately $2,808,000. Continental will ensure that these Eligible Subscribers have at least three inkind Refund options and at least 180 days to use the option(s) of their choice. Within 30 days of the Effective Date, Continental will submit to the Commission for its approval a list of proposed in ? <kind Refund options.   ?<x B.` ` Creation of a LowCost, Lifeline Basic Service Tier and  ?<Rate Stability Plan .(#`   xNo later than January 1, 1996, Continental shall lower all of its BST rates. The rate reductions shall be implemented as   set forth below:  ?<XxX` ` 1.X Creation of a LowCost, Lifeline Basic Service  ?<Tier. (#  ?p< xIn order to provide its customers with the option to purchase a lowcost basic service tier, Continental will create a  ?<Lifeline Basic tier by reducing the rates for its BSTs 15% as set forth in the next section. This conversion to Lifeline Basic service will be implemented no later than January 1, 1996. After this conversion, Continental will not add any additional programming to the Lifeline Basic tier for the term of this Contract, except, with prior notice to the Commission, as specifically required by LFAs or as required by law. "% 0*&&@@-"  ?<x` ` 2. Rate Stability Plan.  ?<x` `  a.Benchmark Franchises.  ? <x` `   1).hhBST Rate . xBy January 1, 1996, the BST rate for all Continental franchises that established their BST rate pursuant to the  ?<Commission's benchmark formula will be reduced 15% below the Form  ?` <1200 level, as of the Publication Date, and then adjusted at Continental's option, pursuant to Commission rules, for any previously unrecovered inflation and external costs that have accrued through the most recently completed calendar quarter prior to such Lifeline Basic rate reduction.  ?0<x` `   2).hhCPST Rate. xBy January 1, 1996, the CPST rate for all Continental franchises that established their rates pursuant to the benchmark formula will be set in accordance with Commission Form 1200, as of the Publication Date, and then adjusted at Continental's option for: (a) any channels added pursuant to the Commission's  ?<GoingForward rules; (b) an amount which yields the total revenues foregone by the 15% Lifeline Basic rate reduction; and (c) pursuant to Commission rules, any previously unrecovered inflation and external costs that have accrued through the most recently completed calendar quarter prior to such Lifeline Basic rate reduction. "#0*&&@@ +"  ?<x` `  b.CostofService Franchises.  ?<x` `   1).hhBST Rate. xBy January 1, 1996, the BST rate for all Continental  ?<franchises that filed a BST costofservice justification will be reduced 15% below the level that would be allowable based on the Form 1200, as of the Publication Date, and then adjusted at Continental's option, pursuant to Commission rules, for any previously unrecovered inflation and external costs that have accrued through the most recently completed calendar quarter prior to such Lifeline Basic rate reduction.  ?<x` `   2).hhCPST Rate. xBy January 1, 1996, the CPST rate for all Continental franchises that filed a CPST costofservice justification will  ?P<be maintained at the Current Rate , and then adjusted at Continental's option for: (a) any channels added pursuant to the  ?p<Commission's GoingForward rules; (b) an amount which yields the total revenues foregone by the 15% Lifeline Basic rate reduction; and (c) pursuant to Commission rules, any previously unrecovered inflation and external costs that have accrued through the most recently completed calendar quarter prior to such Lifeline Basic rate reduction.  ? <x` `  c.Unregulated Franchises.  ?`"<x` `   1).hhBST Rate.  ?#<x` `  hhi.@By January 1, 1996, the BST rate  ?%<for all franchises that are unregulated as of the Publication"%0*&&@@-" Date will be reduced 15% below the Current Rate, and then adjusted at Continental's option, pursuant to Commission rules, for any previously unrecovered inflation and external costs that have accrued through the most recently completed calendar quarter prior to such Lifeline Basic rate reduction.  ?<x` `  hhii.@Since approximately 60% of Continental's BST customers are in unregulated franchises, this provision will assure rate stability and provide other benefits for approximately 1.8 million Continental customers whose rates are unregulated as of the Publication Date.  ?<x` `  hhiii.@The order approving the Contract shall affirmatively find that rates set pursuant to this paragraph are reasonable under the Act and the Commission's rules.  ?<x` `   2).hhCPST Rate.  ?p<x` `  hhi.@By January 1, 1996, the CPST rate for all franchises that are unregulated as of the Publication  ?<Date will be maintained at the Current Rate, and then adjusted at Continental's option for: (a) any channels added pursuant to the  ?<Commission's GoingForward rules; (b) an amount which yields the total revenues foregone by the 15% Lifeline Basic rate reduction; and (c) pursuant to Commission rules, any previously unrecovered inflation and external costs that have accrued through the most recently completed calendar quarter prior to such Lifeline Basic rate reduction."%0*&&@@-"Ԍ ?< x` `  hhii.@Since approximately 46% of Continental's CPST customers are in unregulated franchises, this provision will assure rate stability and provide other benefits for approximately 1.3 million Continental customers whose rates are unregulated as of the Publication Date.  ?<x` `  hhiii.@The order approving the Contract shall affirmatively find that rates set pursuant to this paragraph are reasonable under the Act and the Commission's   rules.  ?<x` `  d.` Equipment and Installation Rates for All  ?<Systems. (# xIn order to reduce accounting and regulatory costs, minimize fluctuations in consumer equipment prices, and eliminate large increases in such prices as system upgrades occur pursuant to the  ?<terms of section III.E., Continental will be permitted to average broad categories of equipment such as addressable and nonaddressable converters, and remotes and various installation costs for all its systems on a statewide or regionwide basis. For purposes of this Contract, "regionwide" refers to Continental's five operating regions, described in Exhibit 6 to this Contract, and any reasonable modifications to such regions.  ? < xC.` ` Limitations on Rate Increases .(#`  ?!<x` ` 1. BST Rates. xAfter a Continental franchise's rates are restructured as required under the "Rate Stability Plan" described in the"$0*&&@@," previous section, future BST rate increases will be governed by the Commission's rules regarding the pass through of external cost increases and inflation.  ?<x` ` 2. CPST Rates.  ?@<xAfter a Continental franchise's rates are restructured as required under the "Rate Stability Plan" as described in the previous section, future CPST rate increases will be governed by the Commission's rules regarding the pass through of external cost increases and inflation and by the GoingForward rules, except as modified herein. Specifically, Continental will be entitled to conduct a second round of channel additions over the threeyear period from 1998 through 2000 in accordance with the  ?<existing GoingForward rules. hpp  ?P<x` ` 3. Equipment and Installation Rates. xBeginning on January 1, 1996, Continental will file annual  ?p<updates to its Form 1205 equipment and installation rates with the Commission. The Commission shall review each updated Form 1205. Continental may begin charging revised equipment and installation rates to customers based upon the updated Form 1205 upon thirty (30) days notice. These revised equipment and installation rates will be subject to refund if the Commission later concludes that lower statewide or regionwide rates are called for by the Form 1205 and applicable rules. "#0*&&@@ +"  ?<XxX` ` 4.X Waiver of Right to File CostofService Cases for  ?<Future Rate Increases. (# xUpon the Effective Date of the Contract, Continental agrees not to file costofservicebased rate justifications for any future rate increases in any franchise covered by this Contract during the period that the Contract remains in effect.  ?<x D.` ` Resolution of Existing Rate Cases.  ?( <x` ` 1. All CPST benchmark and BST and CPST costofservice cases currently pending before the Commission are resolved and finally terminated as part of the adoption of this Contract.  ?h<x` ` 2. All BST costofservice cases currently pending before an LFA are resolved and fully terminated as part of the adoption of this Contract, subject to the right of LFAs to "opt out" of BST costofservice Refund settlements under the terms of section III.I. below.  ?8<x` ` 3. Continental accepts the jurisdiction of the Commission over it and the subject matter of these rate settlements for purposes of this Contract and the order approving this Contract.  ?x<x` ` 4. The Commission has reviewed Continental's CPST benchmark and BST and CPST costofservice filings. In light of this review, the covenants and representations contained in this Contract, and in express reliance thereon, and in order to conserve Commission resources, avoid litigation costs, and"$0*&&@@," achieve the other benefits to the public contained in the Contract, the Commission agrees to resolve and terminate all cases involving Continental currently pending before it and all pending BST costofservice cases currently pending before LFAs, subject to the right of LFAs to "opt out" of the BST costofservice Refund settlement under the terms of section III.I below.  ?` <x` ` 5. This settlement is without a finding by the Commission of any wrongdoing by Continental. Further, the Commission agrees that it will not institute, on its own motion, any proceedings against Continental based upon the information obtained during the consideration of the Contract. In addition, in the absence of additional facts, the Commission agrees that any allegations and other circumstances involved in consideration of this Contract or settlement of the pending rate cases will not be used against Continental with respect to any future proceedings at the Commission. Nor may they be used against Continental as evidence of any refund liability due subscribers in any proceeding conducted by any LFA that elects to opt out of the BST costofservice Refund settlement pursuant to section III.I. below.  ?@<x` ` 6. Similarly, neither the Contract, nor any settlement contained herein, constitutes an admission by Continental of any violation of, or failure to conform to, any law, rule, or policy."#0*&&@@ +"Ԍ ?<x` ` 7. In consideration for the Commission's agreement to enter into this Contract and resolve and terminate pending benchmark and costofservice cases in accordance with the terms of this Contract, Continental hereby agrees to the terms, conditions, and procedures contained in the Contract, which Continental and the Commission believe will facilitate a fair and expeditious resolution of these cases in a manner that serves the public interest.  ? <x` ` 8. Continental waives any rights it may have to judicial review, appeal, or rights otherwise to challenge or contest the validity of any order adopting this Contract, or to use this Contract as evidence in any such proceeding.  ?< Continental agrees that the provisions of this Contract shall be incorporated by reference in the order formally approving this Contract. Continental and the Commission agree that they will each actively defend any order adopting the provisions of the Contract against any appeal of or other legal challenge to such an order by any third party. Continental and the Commission each agree that they will reasonably cooperate with the other in any such defense of the Contract.  ?@<x` ` 9. Continental agrees that any violation of this Contract or the order approving this Contract shall constitute a violation of a Commission order, entitling the Commission to exercise any rights and remedies attendant to the enforcement of a Commission order."%0*&&@@-"Ԍ ?<x` ` 10. The Commission and Continental further agree that the effectiveness of this Contract is expressly contingent upon resolution and termination of Continental's CPST benchmark and BST and CPST costofservice proceedings (except as LFAs may elect to opt out of the BST costofservice Refund settlement under section III.I. below), issuance of an order approving the Contract, and Continental's compliance with the terms, conditions, and procedures set forth in the Contract. If this Contract is not approved by the Commission and accepted by Continental, or if the Contract is otherwise rendered invalid, in whole or in part, by final order of any court of competent jurisdiction, the Contract or such part may not be used in any fashion in any legal proceeding.  ?P<x` ` 11. If the Commission, or the United States on behalf of the Commission, brings an action in any United States District Court to enforce the terms of the order approving the terms of this Contract, Continental agrees, subject to the terms of the previous paragraph, that it will not contest the validity of the  ? <order, and will consent to a judgment incorporating the terms of this Contract.  ?@<x E.` ` Infrastructure Upgrade Commitment.  ? <x` ` 1. Infrastructure Upgrade: Financial. xContinental commits to invest at least $1.35 billion from January 1, 1995 through December 31, 2000, to substantially upgrade all of its cable systems nationwide so as to meet the"%0*&&@@-" technical upgrade commitment specified in the next paragraph. Continental will make an annual investment for rebuilds and upgrades of its United States cable systems which is at least 120% of its average aggregate annual capital expenditures from 1990 through 1994. Accelerated expenditures will be credited toward future years during the Contract period. All of the $1.35 billion will be dedicated to Continental cable systems within the United States.  ? <x` ` 2. Infrastructure Upgrade: Technical. xThe investment commitment described in the previous paragraph will be used to upgrade and rebuild Continental's U.S. cable systems so that, by December 31, 2000, the following minimum conditions will be met:  ?P<Xx"X` ` For each Continental cable system  FX@#+ EXHIBIT 6 ă CONTINENTAL CABLEVISION, INC.  ?X<OPERATING REGIONSă  ?@< Northeast : Connecticut, Maine, Massachusetts, New Hampshire, x` ` New York  ?` < Southeast : Florida, Georgia, Virginia  ? < Midwest :` ` Michigan, Ohio(#`  ?< Central :` ` Illinois, Iowa, Minnesota, Missouri(#`  ?h< Western :` ` California, Nevada(#`