TELEPHONE (512) 485-7920 FACSIMILE (512) 485-7921 WEBSITE www.scmplaw.com STUMPF CRADDOCK MASSEY & PULMAN A PROFESSIONAL CORPORATION ATTORNEYS AT LAW 1801 N. LAMAR BLVD, SUITE 104 AUSTIN, TX 78701 HOUSTON, TEXAS SAN ANTONIO, TEXAS BEAUMONT, TEXAS April 9, 2001 Chris Bogart President, CEO Time Warner Cable 290 Harbor Drive Stamford, CT 06902 BY CERTIFIED MAIL- RETURN RECEIPT REQUESTED No. ___________________ Re: Notice of Intention to File FCC Complaint Dear Mr. Bogart: Texas Networking, Inc. ("TexasNet") first sought negotiations with Time Warner Cable ("TWC") for access to cable plant on August 25, 2000. From the beginning, TexasNet has attempted to obtain a reasonable set of proposed terms from TWC for such access. TexasNet responded in writing to the initial proposed term sheet on September 8, 2000 and requested more commercially reasonable and viable terms. As you know, the initial proposed term sheet was extensively criticized by the Federal Communications Commission ("FCC"), and was the basis for many of the specific requirements in the FCC merger order. We believed and hoped that the parties could conduct discussions in an arms-length, equal bargaining position manner to discuss and reach reasonable business terms, both before and after the FCC order. TWC, however, has consistently failed and refused to engage in meaningful, good-faith negotiations over substantive terms. TWC made it clear that it would be fruitless for TexasNet to propose terms for TWC's consideration by orally indicating on several occasions that TWC was not yet prepared to discuss substantive terms. TexasNet also submitted a series of written technical questions on January 3, 2001, and TWC has to date not responded to those questions. It has become apparent that TWC does not intend to negotiate in good faith with local and/or regional ISPs for commercially viable terms and conditions for access to TWC's cable plant. The unreasonable delay only serves to lengthen the time that TWC's own broadband ISP operations have a monopoly on cable broadband access, and will certainly serve to protect AOL from meaningful competition from local and/or regional ISPs after AOL is given access to TWC's plant. We are aware that TWC has executed an agreement (or an agreement in principle) with at least two national ISPs, and we were informed by TWC on February 20, 2001 that TWC is in active, substantive negotiations with other national ISPs. We have also been told on at least two occasions that TWC plans to implement "third party ISP access" some time around the end of the 3rd quarter of 2001. This causes us to conclude that TWC's plan is to implement access arrangements with several national ISPs at about that time. TWC informed TexasNet on or about March 12, 2001 that TWC would not be prepared to engage in substantive negotiations with local and/or regional ISPs until August of 2001. This necessarily means that local and regional ISPs will not be allowed access to TWC's cable plant on commercially reasonable and viable terms until many months after AOL and several national ISPs have such access. TWC has failed to negotiate with local and regional ISPs in general, and TexasNet in particular, in a "good faith non-discriminatory manner." First, you have essentially refused to negotiate by failing to propose substantive terms and conditions that are commercially viable, and by indicating that any attempt by TexasNet to propose terms would be fruitless and ignored until you are ready to negotiate. Second, Mr. Adige, like Ms. Blecha before him, has never had and does not at present have the authority to bargain and conclude negotiations with local and/or regional ISPs. Third, you have not agreed to meet at reasonable times, and you have purposely acted in a manner that unduly delayed the course of negotiations. Fourth, you are blatantly discriminating against local and regional ISPs by delaying discussions with them while engaging in active negotiations with national ISPs. The foregoing list is not exclusive, merely indicative of the general course of your behavior. Indeed, we have several other grievances and reserve the right to raise them at any time. You are on notice that unless you immediately initiate good-faith negotiations with TexasNet we will file a complaint with the FCC. You have 10 business days to both (1) respond to this notice and (2) schedule and conduct meaningful discussions over substantive terms using negotiating representatives with authority to bargain and conclude negotiations. Please contact the undersigned if you have any questions and/or to deliver your response. Sincerely, W. Scott McCollough xc: Deborah A. Lathen - Chief Common Carrier Bureau Dale Hatfield - FTC Monitor Trustee Satish Adige - TWC Chris Bogart Time Warner Cable RE: Notice of Intention to File FCC Complaint Page 2