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<br />So long as no default has occurred, and WaveDivision is in compliance <br />with all covenants, the company has the right to increase the loan commitments <br />by an aoareoate amount of UP to $100,000,000. <br /> <br />The confidential financial statements appear to indicate that all of the <br />proceeds of Term Loans A and B have been drawn upon. Thus, the capital for a <br />new acquisition, such as the RCN asset, would have to come either from new <br />Members' Equity or, more likely, by requesting an increase in the debt <br />commitments or a combination of both. Since up to $100,000,000 additional <br />capital is available from the debt sources, WaveDivision appears to have <br />adequate financial capability to acquire and operate this system. However, this <br />assumes that these funds are not now, or will not be at some future time, <br />committed to other possible acquisitions. <br /> <br />Even though adequate acquisition funds may be available, a more <br />pertinent Question is the specific fundino that will be made available for additional <br />construction within the current RCN communities. As noted above, in 2004 RCN <br />was relieved of certain obligations to construct, with corresponding remedies <br />essentially shortening the term of the agreement if construction was not <br />completed by specified dates. These concessions were agreed to during the <br />time that RCN's parent company was in bankruptcy. It may be appropriate to <br />discuss with Astound whether the transfer is the time to consider re-establishing <br />the franchise construction schedules. <br /> <br />(2) Technical Qualifications <br /> <br />Exhibit 8 of the Form 394 contains information on WaveDivision key <br />personnel. The individuals described are part of the company's overall <br />management team, and include: <br /> <br />Steve Weed <br />Steve Friedman <br />Wayne Schattenkerk <br />Jim Penney <br /> <br />Chief Executive Officer <br />Chief Operating Officer <br />Chief Financial Officer <br />Executive Vice President, Business <br />and legal Affairs <br />Vice President, Broadband <br />Vice President, Marketing <br />Vice President, Finance <br />Vice President. Kirkland Operations <br /> <br />Dave Oeln <br />Angela Higham <br />Chris Sommers <br />PaulKoss <br /> <br />While the individuals have significant experience in the cable industry, no <br />information is provided as to personnel that would be involved directly in the <br />operation of each local system. <br /> <br />Section 3.13(a) of the Seller Disclosure Schedule (referenced in Section <br />5.9 "Transferred Employees" of the Asset Purchase Agreement) lists the RCN <br /> <br />11 <br /> <br />6.30 <br />Page 15 <br />