-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, q5sTwPICYVJLlOEhLMYCxWqi2wov0AIB108GPtUZ9ODxGogRR7s3ce0qFfDtn5mY 1Swu0uQlCuWDmC1tsf+kBA== 0000950103-94-001947.txt : 19940404 0000950103-94-001947.hdr.sgml : 19940404 ACCESSION NUMBER: 0000950103-94-001947 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19940401 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: JONES INTERCABLE INC CENTRAL INDEX KEY: 0000275605 STANDARD INDUSTRIAL CLASSIFICATION: 4841 IRS NUMBER: 840613514 STATE OF INCORPORATION: CO FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 34 SEC FILE NUMBER: 005-33552 FILM NUMBER: 94520077 BUSINESS ADDRESS: STREET 1: PO BOX 3309 STREET 2: 9697 E. MINERAL AVE CITY: ENGLEWOOD STATE: CO ZIP: 80155-3309 BUSINESS PHONE: 3037923111 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BELL CANADA INTERNATIONAL INC /NEW CENTRAL INDEX KEY: 0000921095 STANDARD INDUSTRIAL CLASSIFICATION: 0000 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1000 RUE DE LA GAUCHETIERE WEST STREET 2: BUREAU 1100 CITY: MONTREAL QUEBEC STATE: NY ZIP: 10022 BUSINESS PHONE: 5143922384 MAIL ADDRESS: STREET 1: 1000 RUE DE LA GAUCHETIERE WEST STREET 2: BUREAU 1100 CITY: MONTREAL QUEBEC STATE: A8 SC 13D 1 ============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 JONES INTERCABLE, INC. (Name of Issuer) CLASS A COMMON STOCK $.01 PAR VALUE (Title of Class of Securities) 480206-200 (CUSIP Number) BELL CANADA INTERNATIONAL INC. (Name of Persons Filing Statement) Martine Turcotte General Counsel Bell Canada International Inc. 1000, rue de la Gauchetiere West, Bureau 1100 Montreal, Quebec Canada H3B 4Y8 Tel. No.: (514) 392-2340 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 25, 1994 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(b)(3) or (4), check the following:[ ]. Check the following box if a fee is being paid with this statement: [X]. Exhibit Index at Page 25 Page 1 of 93 ============================================================================== SCHEDULE 13D ______________________________ ________________________________ | | | | |CUSIP No. 480206-200 | | Page 2 of 93 Pages | |____________________________| |______________________________| ___________________________________________________________________________ | 1 | NAME OF REPORTING PERSON | | | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON | | | | | | Bell Canada International Inc. | |____|____________________________________________________________________| | 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | | | _ | | | Not applicable (a) |_| | | | _ | | | (b) |_| | | | | |____|____________________________________________________________________| | 3 | SEC USE ONLY | | | | |____|____________________________________________________________________| | 4 | SOURCE OF FUNDS* | | | AF | |____|____________________________________________________________________| | 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ | | | PURSUANT TO ITEMS 2(d) or 2(e) |_| | | | Not Applicable | |____|____________________________________________________________________| | 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | Canada | |____|____________________________________________________________________| | | 7 | SOLE VOTING POWER | | | | 2,500,000 | | NUMBER OF |____|_______________________________________________| | SHARES | 8 | SHARED VOTING POWER | | BENEFICIALLY | | 0 | | OWNED BY |____|_______________________________________________| | EACH | 9 | SOLE DISPOSITIVE POWER | | REPORTING | | 2,500,000 | | PERSON |____|_______________________________________________| | WITH | 10 | SHARED DISPOSITIVE POWER | | | | 0 | |____________________|____|_______________________________________________| | 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | 2,500,000 | |____|____________________________________________________________________| | 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ | | | CERTAIN SHARES* Not applicable |_| | |____|____________________________________________________________________| | 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | 16.9% | |____|____________________________________________________________________| | 14 | TYPE OF REPORTING PERSON* | | | CO | |____|____________________________________________________________________| *SEE INSTRUCTIONS BEFORE FILLING OUT! SEC 1746 (9-88) ITEM 1. SECURITY AND COMPANY. -------------------- The class of equity securities to which this statement relates is the Class A Common Stock, $.01 par value per share (the "Class A Common Stock"), of Jones Intercable, Inc., a Colorado corporation (the "Company"). The principal executive offices of the Company are located at 9697 East Mineral Avenue, Englewood, Colorado 80112. ITEM 2. IDENTITY AND BACKGROUND. ----------------------- The name of the person filing this statement is Bell Canada International Inc., a corporation incorporated under the Canada Business Corporations Act ("BCI"). The address of the principal business and the principal office of BCI is 1000, rue de la Gauchetiere West, Bureau 1100, Montreal, Quebec, Canada H3B 4Y8. BCI is a corporation holding and pursuing various international telecommunications investments and provides telecommunications consulting services. BCI owns all of the outstanding common stock of Bell Canada International BVI III Limited, a British Virgin Islands international business corporation ("Bell BVI"). Bell BVI was incorporated by BCI on March 22, 1994 for the purpose of holding BCI's investment in the Company. The address of the principal business and principal office of Bell BVI is Arawak Chambers, Main Street, Road Town, Tortola, British Virgin Islands. BCI is a wholly-owned subsidiary of BCE Telecom International Inc., a corporation incorporated under the Canada Business Corporations Act ("BCETI"), which is a holding company. The address of the principal business and the principal office of BCETI is 1000, rue de la Gauchetiere West, Bureau 1100, Montreal, Quebec, Canada H3B 4Y8. Pursuant to a reorganization effective as of January 31, 1994 (the "Reorganization"), BCI acquired certain interests of BCETI, including all of BCETI's rights and obligations under the letter of intent with the Company described below in Item 6. BCETI is a wholly owned subsidiary of BCE Inc., a corporation incorporated under the Canada Business Corporations Act ("BCE"). The address of the principal business and the principal office of BCE is 1000 rue de la Gauchetiere West, Bureau 3700, Montreal, Quebec, Canada H3B 4Y7. BCE is Canada's largest telecommunications company. Page 3 of 93 The name, business address, present principal occupation or employment, and citizenship of each director and executive officer of each of BCI, Bell BVI, BCETI and BCE is set forth on Schedule A, B, C and D, respectively. For purposes of this Schedule 13D, "Bell Canada Entities" means BCI, Bell BVI, BCETI and BCE. During the last five years, none of the Bell Canada Entities, nor any other person controlling any of the Bell Canada Entities, nor, to the best of BCI's knowledge, any of the persons listed on Schedule A, B, C or D attached hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. ------------------------------------------------- As described below, the aggregate purchase price for the 2,500,000 shares of Class A Common Stock (the "Shares") purchased from the Company was $55,000,000. Such price was contributed to the capital of Bell BVI by BCI, which funded such amount by way of an interest bearing demand loan from its ultimate parent company, BCE. The loan bears interest at 30-day LIBOR plus 50 basis points. ITEM 4. PURPOSE OF TRANSACTION. ---------------------- BCI has acquired the Shares for the purpose of investment and as part of a proposed strategic relationship with the Company and certain of its affiliates. As described below, BCI currently is negotiating definitive agreements with the Company, Glenn R. Jones, Chairman of the Board and Chief Executive Officer of the Company ("Mr. Jones"), and Jones International, Ltd. ("International"), a wholly owned subsidiary of Mr. Jones, pursuant to which BCI would purchase (i) from the Company an additional 7,500,000 shares of Class A Common Stock at a price of $27.50 per share and (ii) from Mr. Jones and International an option on approximately 2,700,000 shares of Common Stock, $.01 par value per share (the "Common Stock"), of the Company, which shares represent a majority of the outstanding Common Stock and give the holder the power to elect 75% of the Board of Directors of the Company. Among other things, the parties Page 4 of 93 currently contemplate that BCI will have (i) the right to nominate three members of the Board of Directors of the Company, (ii) notice and consent rights over certain actions by the Company and (iii) pre-emptive rights to maintain its equity interest in the Company. See Item 6 -- Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company. There can be no assurance that any such transactions will be consummated or as to the timing or exact terms thereof. On December 23, 1993, BCE filed a Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, to enable BCI to acquire 50% or more of the capital stock of the Company. The waiting period with respect to such filing expired on January 26, 1994. BCI intends to review periodically the Company's business affairs, financial position and prospects. Based on such evaluation and review, as well as the status of its negotiations with the Company, Mr. Jones and International, and general economic and industry conditions existing at the time, BCI may consider from time to time various alternative courses of action. Such actions may include the acquisition of additional shares of Class A Common Stock or Common Stock through open market purchases, privately negotiated transactions, tender offer, exchange offer or otherwise. Alternatively, such actions may involve the sale of all or a portion of the Shares in the open market, in privately negotiated transactions, through a registered public offering or otherwise. There can be no assurance that BCI will purchase any additional shares of Class A Common Stock or Common Stock, obtain control of the Company or take any of the other actions enumerated above. Except as set forth above, none of the Bell Canada Entities, any person controlling the Bell Canada Entities, or to the best of BCI's knowledge, any of the persons named in Schedules A, B, C or D, has any plan or proposals which relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Page 5 of 93 ITEM 5. INTEREST IN SECURITIES OF THE COMPANY. ------------------------------------- The Company's authorized capital stock consists of 5,550,000 shares of Common Stock and 30,000,000 shares of Class A Common Stock. Based on information furnished to BCI by the Company, BCI believes that immediately following the purchase of the Shares, there were outstanding 4,913,021 shares of Common Stock and 14,775,088 shares of Class A Common Stock. The Class A Common Stock has voting rights that are generally 1/10th of those held by the Common Stock. In the election of directors, the holders of Class A Common Stock, voting as a separate class, are entitled to elect that number of directors that constitute 25% of the total membership of the board of directors. Holders of the Common Stock, also voting as a separate class, are entitled to elect the remaining directors. For purposes of this Schedule 13D, "Capital Stock" means the Common Stock and the Class A Common Stock. (a) For the purpose of Rule 13d-3 promulgated under the Exchange Act, BCI, through Bell BVI, beneficially owns 2,500,000 shares of Class A Common Stock, representing approximately 16.9% of the outstanding Class A Common Stock and 12.7% of the outstanding Capital Stock. By virtue of BCI being an indirect wholly-owned subsidiary of BCE, BCE may be deemed to beneficially own the 2,500,000 Shares which are beneficially owned by BCI. Except as set forth in this Item 5(a), none of the Bell Canada Entities, nor any other person controlling the Bell Canada Entities, nor, to the best of BCI's knowledge, any persons named in Schedule A, B, C or D hereto owns beneficially any Class A Common Stock or Common Stock. (b) BCI, through Bell BVI, has the sole power to vote or to direct the voting of, and the sole power to dispose or to direct the disposition of, the Shares. By virtue of BCI being a wholly-owned subsidiary of BCE, BCE may be deemed to share the voting and disposition power with respect to the Shares. (c) No transactions in Class A Common Stock have been effected during the last 60 days by any Bell Canada Entity, any other person controlling any Bell Canada Entity, or to the best of BCI's knowledge, any of the persons named in Schedule A, B, C or D. (d) Inapplicable. Page 6 of 93 (e) Inapplicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR ------------------------------------------ RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ----------------------------------------------- COMPANY. -------- A. The Letter of Intent -------------------- On December 2, 1993, BCETI entered into a letter of intent (the "Letter of Intent") with the Company, Mr. Jones and International, pursuant to which it would (i) invest $275,000,000 in the Company to acquire 10,000,000 shares of Class A Common Stock at a price of $27.50 per share, representing an approximately 30% equity interest in the Company and (ii) purchase from Mr. Jones and International an option (the "Control Option") to acquire a majority of the outstanding shares of Common Stock, which shares give the holder the power to elect 75% of the Board of Directors of the Company. BCI acquired all rights and obligations of BCETI under the Letter of Intent pursuant to the Reorganization described in Item 2. The Letter of Intent provides, among other things, that BCI (i) will be entitled to nominate three members of the Board of Directors of the Company, (ii) will have the right to prior notice and consent over certain actions by the Company, including the authorization and issuance of additional equity securities, amendments to the Articles of Incorporation or bylaws of the Company, the acquisition or sale of assets of the Company over a certain threshold, the incurrence of certain long-term debt and certain corporate reorganizations, (iii) will purchase an additional $125,000,000 of equity securities of the Company, for a total investment in the Company of $400,000,000 and (iv) will have preemptive rights to maintain its then equity interest in the Company. The Letter of Intent also contemplates that BCI and Mr. Jones will refer to the Company certain cable television and wireline business opportunities, and that the Company and BCI will collaborate in a number of technological, operational and other areas. BCI would purchase the Control Option from Mr. Jones and International for a price of $20.00 per share, or approximately $55,000,000 in the aggregate. The Control Option would be exercisable at BCI's option between the seventh and eighth anniversary of the closing, or earlier upon the occurrence of any of the following triggering events: (i) the death or incapacitation of Mr. Jones, (ii) the resignation of Mr. Jones as Chief Executive Officer of the Company or (iii) at any time after the fifth anniversary Page 7 of 93 of the closing if Mr. Jones and International so request. If BCI does not exercise the Control Option within an agreed upon time following a triggering event (except in the case of a resignation), or prior to the eighth anniversary of the closing, the Control Option will expire. If BCI elects to exercise the Control Option, each share of Common Stock covered by the Control Option will be purchased at a price per share determined in part by an agreed upon formula and in part by the then current market price for Class A Common Stock. Approximately two-thirds of the exercise price for each such share of Common Stock will be determined by a formula which depends on when the Option is exercised: Anniversary of the Base Price closing 0 $30.00 1 $40.32 2 $45.16 3 $50.58 4 $56.65 5 $63.44 6 $71.06 7 $79.58 8 $89.13 The remaining one-third of the exercise price per share would be 120% of the then market price for the Class A Common Stock. The amount paid by BCI to purchase the Control Option will not offset the exercise price if and when the Control Option is exercised. BCI will also have the first right to acquire any shares of Class A Common Stock which Mr. Jones or International desire to sell from time to time in excess of certain amounts. Such shares, if acquired by BCI, would be purchased at the then market price for the Class A Common Stock. The Letter of Intent also contemplates that BCI will invest in two subsidiaries of International, Jones Lightwave, Ltd. ("Lightwave") and Jones Education Networks, Ltd. ("Education"). It is contemplated that BCI will invest approximately $18,000,000 in Education, which would result in BCI owning approximately 15% of the outstanding equity in Education, and $5,000,000 in Lightwave, which would result in BCI owning approximately 50% of the outstanding equity in Lightwave. BCI would also lend Lightwave $5,000,000. Page 8 of 93 The Letter of Intent is subject to the negotiation and execution of mutually acceptable definitive agreements and certain other conditions, including the acquisition by the Company of substantially all the assets of Jones Spacelink, Ltd., the Company's parent company. The parties to the Letter of Intent have agreed to use their reasonable best efforts to prepare definitive agreements; however, the Letter of Intent is only a statement of intent and the parties thereto are not contractually obligated to consummate the proposed transactions. A copy of the Letter of Intent is attached hereto as Exhibit 1. B. Recent Developments ------------------- On March 28, 1994, BCI and the Company announced that the transactions contemplated by the Letter of Intent were proceeding forward, and that the date for the negotiation of the definitive agreements contemplated by the Letter of Intent had been extended to April 8, 1994. However, in light of the actions of the Federal Communications Commission in February announcing additional rate rollbacks for cable television system operators, the Company and BCI also announced that certain financial terms and the timing of BCI's investment in the Company had been modified. A copy of the press release issued on March 28, 1994 by BCI is attached hereto as Exhibit 5. Pursuant to the Investment Agreement described below, on March 25, 1994, BCI, through its wholly owned subsidiary Bell BVI, purchased the Shares for $22.00 per share, or an aggregate purchase price of $55,000,000. The Shares acquired by Bell BVI were sold by the Company pursuant to an effective Registration Statement under the Securities Act of 1933 (the "1933 Act") covering 6,000,000 shares of Class A Common Stock. Subject to terms and conditions to be agreed upon in the definitive agreements contemplated by the Letter of Intent, the parties currently expect that at the closing of the transactions contemplated by the Letter of Intent, BCI will purchase an additional 7,500,000 shares of Class A Common Stock at the originally agreed upon price of $27.50 per share, resulting in additional proceeds to the Company of $206,250,000. Including the Shares purchased pursuant to the Investment Agreement described below, this will result in aggregate proceeds to the Company of $261,250,000, or an average aggregate investment price per share of $26.125, which represents an approximately 5% reduction from the original price of $27.50 per share. The original commitment of BCI to invest up to $400,000,000 in the Company will Page 9 of 93 remain unchanged, and the remaining $138,750,000 will be invested as originally planned to maintain BCI's 30% interest in connection with anticipated future public offerings of equity securities by the Company. A corresponding 5% reduction will be taken on the per share option deposit price to be paid by BCI to Mr. Jones and International, which will be reduced from $20 per share to $19 per share. The proceeds to Mr. Jones and International will be approximately $52,000,000 under the restructured plan. In addition, the exercise price per share under the Control Option during the first six months will be based entirely on a market-based formula to be agreed, and the fixed portion of the exercise price during the second six-month period will be correspondingly reduced by 5%. C. Investment Agreement and Assignment Agreement --------------------------------------------- Pursuant to the Investment Agreement dated March 25, 1994 (the "Investment Agreement") between the Company and BCI, BCI agreed to purchase from the Company, and the Company agreed to sell to BCI, 2,500,000 shares of Class A Common Stock (the "Shares"), for a purchase price of $22.00 per share. The terms of the Investment Agreement do not restrict in any way BCI's ability to take any actions as a shareholder or otherwise, including voting the Shares or acquiring additional shares of Class A Common Stock or other securities of the Company. The Investment Agreement also gives BCI the right to designate one observer to attend meetings of the Company's Board of Directors. A copy of the Investment Agreement is attached hereto as Exhibit 2. Pursuant to the Assignment Agreement dated March 25, 1994 (the "Assignment Agreement") between BCI and Bell BVI, BCI assigned its rights, but not its obligations, under the Investment Agreement to Bell BVI. In accordance with the terms of the Assignment Agreement, on March 25, 1994 Bell BVI purchased the Shares from the Company. A copy of the Assignment Agreement is attached hereto as Exhibit 3. D. Registration Rights Agreement ----------------------------- Pursuant to the terms of the Registration Rights Agreement dated March 25, 1994 (the "Registration Rights Agreement") between the Company and BCI, BCI has the right to demand on three separate occasions that the Company register the Shares for sale to the public under the 1933 Act in the event that the transactions contemplated by the Letter of Intent are not consummated. In addition, BCI has Page 10 of 93 the right to participate in registrations by the Company of its equity securities. The Company has agreed to pay the expenses associated with any such registrations. A copy of the Registration Rights Agreement is attached hereto as Exhibit 4. The foregoing summaries of the Letter of Intent, Investment Agreement, Registration Rights Agreement and Assignment Agreement are not intended to be complete and are qualified in their entirety by reference to the relevant agreements, copies of which are attached hereto as Exhibits 1, 2, 3 and 4. E. Other Developments ---------------------- On March 30, 1994, BCI, the Company, Jones Global Group, Inc. and Cable and Wireless plc ("Cable & Wireless") announced the signing of a letter of intent to consolidate their cable television and associated telephony operations in the United Kingdom. The transaction would combine the cable interests of these companies into BCETI Cable Limited, which is currently owned 80% by BCI and 20% by Cable & Wireless. To the best knowledge of BCI, except as referred to or described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the persons enumerated in Item 2, and any other person, with respect to any securities of the Company, including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. -------------------------------- Exhibit 1: Letter of Intent dated as of December 2, 1993 among BCE Telecom International Inc., the Company, International and Mr. Jones, and extension agreement dated March 17, 1994 Exhibit 2: Investment Agreement dated as of March 25, 1994 between the Company and BCI Exhibit 3: Assignment Agreement dated as of March 25, 1994 between BCI and Bell BVI Page 11 of 93 Exhibit 4: Registration Rights Agreement dated as of March 25, 1994 between the Company and BCI Exhibit 5: BCI Press Release dated March 28, 1994 Page 12 of 93 SIGNATURES ---------- After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: April 1, 1994 BELL CANADA INTERNATIONAL INC. By: /s/ Martine Turcotte --------------------------- Name: Martine Turcotte Title: General Counsel and Corporate Secretary Page 13 of 93 Schedule A ---------- DIRECTORS AND EXECUTIVE OFFICERS OF BELL CANADA INTERNATIONAL INC. The name, business address, title, present principal occupation or employment and citizenship of each of the directors and executive officers of Bell Canada International Inc. ("BCI") are set forth below. If no business address is given the director's or officer's business address is 1000, rue de la Gauchetiere West, Bureau 1100, Montreal, Quebec, Canada H3B 4Y8. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to BCI. Present Principal Name and Occupation Including Relationship Name and Address to BCI of Employer(1) Citizenship ------------ ----------------------- ----------- Derek H. Burney Chairman of the Board Canadian Director and and CEO Officer Jacques B. Berube Executive Vice-President Canadian Director Bell Canada 1050 Beaver Hall Hill 19th Floor Montreal, Quebec H2Z 1S4 Thomas J. Bourke President and CEO Canadian Director Tele-Direct (Publications) Inc. 1600 Rene-Levesque Blvd. West Suite 1850 Montreal, Quebec H3H 1P9 -------------------- (1) Same address as director's or officer's business address except where indicated. Page 14 of 93 Present Principal Name and Occupation Including Relationship Name and Address to BCI of Employer(1) Citizenship ------------ ----------------------- ----------- J. Derek M. Davies Senior Vice-President Canadian Director BCE Inc. 1000 de la Gauchetiere Street West Suite 3700 Montreal, Quebec H3B 4Y7 Josef F. Fridman Senior Vice-President, Law Canadian Director BCE Inc. 1000 de la Gauchetiere Street West Suite 3700 Montreal, Quebec H3B 4Y7 W. Brian Hewat President and CEO Canadian Director Bell Northern Research 3500 Carling Avenue Department AAOO - Lab 5 P.O. Box 3511, Station C Ottawa, Ontario K1Y 4H7 Robert Kearney Chairman Canadian Director BCE Telecom Canadian Group BCE Inc. 1000 de la Gauchetiere Street West Suite 3700 Montreal, Quebec H3B 4Y7 Gerald T. McGoey Executive Vice-President Canadian Director and Chief Financial Officer BCE Inc. 1000 de la Gauchetiere Street West Suite 3700 Montreal, Quebec H3B 4Y7 -------------------- (1) Same address as director's or officer's business address except where indicated. Page 15 of 93 Present Principal Name and Occupation Including Relationship Name and Address to BCI of Employer(1) Citizenship ------------ ----------------------- ----------- John T. McLennan President and CEO Canadian Director Bell Canada 1050 Beaver Hall Hill 19th Floor Montreal, Quebec H2Z 1S4 C. Wesley M. Scott President and CEO Canadian Director Stentor Resource Centre Inc. 160 Elgin Street Suite 1800 Ottawa, Ontario K1G 3J4 Lynton R. Wilson Chairman, President Canadian Director and CEO BCE Inc. 1000 de la Gauchetiere Street West Suite 3700 Montreal, Quebec H3B 4Y7 Robert Drolet Assistant Corporate Canadian Officer Secretary Michael Lisogurski Group Vice-President Canadian Officer Business Development C.S. Loudiadis Group Vice-President Canadian Officer Telecom Services Christian M. Paupe Vice-President Canadian Officer Corporate Finance and Swiss Serge Rouleau Vice-President Canadian Officer Business Development (CALA) Richard Roy Corporate Comptroller Canadian Officer -------------------- (1) Same address as director's or officer's business address except where indicated. Page 16 of 93 Present Principal Name and Occupation Including Relationship Name and Address to BCI of Employer(1) Citizenship ------------ ----------------------- ----------- Daniel E. Somers Senior Vice-President Canadian Officer and CFO Brian A. Tickle President and Chief Canadian Officer Operating Officer Martine Turcotte General Counsel and Canadian Officer Corporate Secretary Leonard J. van Vice-President, Canadian der Heyden Human Resources Officer and Corporate Services Ronald Weiss Vice-President, Canadian Officer Business Development (Southeast Asia) -------------------- (1) Same address as director's or officer's business address except where indicated. Page 17 of 93 Schedule B ---------- DIRECTORS AND EXECUTIVE OFFICERS OF BELL CANADA INTERNATIONAL BVI III LIMITED The name, business address, title, present principal occupation or employment and citizenship of each of the directors and executive officers of Bell Canada International BVI III Limited ("Bell BVI") are set forth below. If no business address is given the director's or officer's business address is Arawak Trust Company Limited, Main Street, Road Town, Tortola, British Virgin Islands. Present Principal Name and Occupation Including Relationship Name and Address to Bell BVI of Employer(1) Citizenship ------------- ----------------------- ----------- David Raworth Attorney British Director & Smith-Hughes Raworth President & McKenzie Arawak Chambers P.O. Box 173 Road Town, Tortola British Virgin Islands Anthony G. Lynton Attorney Barbadian Secretary Smith-Hughes Raworth & McKenzie Arawak Chambers P.O. Box 173 Road Town, Tortola British Virgin Islands -------------------- (1) Same address as director's or officer's business address except where indicated. Page 18 of 93 Schedule C ---------- DIRECTORS AND EXECUTIVE OFFICERS OF BCE TELECOM INTERNATIONAL INC. The name, business address, title, present principal occupation or employment and citizenship of each of the directors and executive officers of BCE Telecom International Inc. ("BCETI") are set forth below. If no business address is given the director's or officer's business address is 1000, rue de la Gauchetiere, Bureau 1100, Montreal, Quebec, Canada H3B 4Y8. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to BCETI. Present Principal Name and Occupation Including Relationship Name and Address to BCETI of Employer(1) Citizenship ------------ ----------------------- ----------- Derek H. Burney Chairman of the Board Canadian Director & Officer Daniel E. Somers Chief Financial Officer Canadian Director & Officer Brian A. Tickle President Canadian Director & Officer Martine Turcotte Corporate Secretary Canadian Officer Robert Drolet Assistant Corporate Canadian Officer Secretary -------------------- (1) Same address as director's or officer's business address except where indicated. Page 19 of 93 Schedule D ---------- DIRECTORS AND EXECUTIVE OFFICERS OF BCE INC. The name, business address, title, present principal occupation or employment and citizenship of each of the directors and executive officers of BCE Inc. ("BCE") are set forth below. If no business address is given the director's or officer's business address is 1000 rue de la Gauchetiere West, Bureau 3700, Montreal, Quebec, Canada H3B 4Y7. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to BCE. Present Principal Name and Occupation Including Relationship Name and Address to BCE of Employer(1) Citizenship ------------ ----------------------- ----------- Peter A. Allen Chairman of the Board, Canadian Director President and Chief Executive Officer Lac Minerals, Ltd. Royal Bank Plaza North Tower Suite 2105, P.O. Box 156 Toronto, Ontario M5J 2J4 Ralph M. Barford President Canadian Director Valleydene Corporation Limited 20 Eglinton Avenue West Suite 1903 P.O. Box 2026 Toronto, Ontario M4R 1K8 -------------------- (1) Same address as director's or officer's business address except where indicated. Page 20 of 93 Present Principal Name and Occupation Including Relationship Name and Address to BCE of Employer(1) Citizenship ------------ ----------------------- ----------- Warren Chippindale Retired Canadian F.C.A. Cuttle Street Director P.O. Box 9 Mont-Tremblant, Quebec J0T 1Z0 J.V. Raymond Cyr Chairman of the Board Canadian O.C. Bell Canada Director c/o 1000 de la Gauchetiere Street West Suite 3700 Montreal, Quebec H3B 4Y8 C. William Daniel Retired Canadian O.C. c/o Bank of Montreal Director 4th Floor, 302 Bay Street Toronto, Ontario M5X 1A1 A. Jean de Grandpre Founding Director and Canadian C.C., Q.C. Chairman Emeritus Director Jeannine Guillevin Chairman of the Board Canadian Wood and CEO Director Guillevin International Inc. 400 Montpellier Road St-Laurent, Quebec H4N 2G7 The Hon. Donald J. Legal Counsel Canadian Johnston, P.C. Q.C. Heenan Blaikie Director 1250 Rene-Levesque Blvd. West Suite 2500 Montreal, Quebec H3B 4Y1 -------------------- (1) Same address as director's or officer's business address except where indicated. Page 21 of 93 Present Principal Name and Occupation Including Relationship Name and Address to BCE of Employer(1) Citizenship ------------ ----------------------- ----------- Gerald J. Maier Chairman of the Board Canadian Director and CEO TransCanada PipeLines Limited TransCanada Pipelines Tower 111, 5th Avenue S.W. 29th Floor Calgary, Alberta T2P 3Y6 E. Neil McKelvey Legal Counsel Canadian O.C., Q.C. Stewart McKelvey Stirling Director Scales P.O. Box 7289 Postal Station A Saint John, New Brunswick E2L 4S6 J. Edward Newall President and CEO Canadian O.C. NOVA Corporation of Alberta Director P.O. Box 2535, Station M 801 - 7th Avenue S.W. Calgary, Alberta T2P 2N6 Alastair H. Ross President Canadian Director Allaro Resources Ltd. 630, 6th Avenue S.W. 10th Floor Calgary, Alberta T2P 0S8 C. Richard Sharpe Chairman of the Board Canadian Director Sears Canada Inc. 222 Jarvis Street 9th Floor Toronto, Ontario M5B 2B8 Louise B. Retired Canadian Vaillancourt C.M. c/o Tour Banque Nationale Director 600 de la Gauchetiere Street West 10th Floor Montreal, Quebec H3B 4L2 -------------------- (1) Same address as director's or officer's business address except where indicated. Page 22 of 93 Present Principal Name and Occupation Including Relationship Name and Address to BCE of Employer(1) Citizenship ------------ ------------------------ ----------- Lynton R. Wilson Chairman, President Canadian Director and Officer and CEO William D. Anderson Vice President, Taxation Canadian Officer Frederick J. Andrew Vice-President and Canadian Officer Treasurer Thomas J. Bourke Group Vice-President, Canadian Officer Directories of BCE; President and CEO Tele-Direct (Publications) Inc. 1600 Rene-Levesque Blvd. West Suite 1850 Montreal, Quebec H3H 1P9 Derek H. Burney Executive Vice-President Canadian Officer of BCE; Chairman of the Board and CEO Bell Canada International Inc. 1000 de la Gauchetiere Street West Suite 1100 Montreal, Quebec H3B 4Y8 J. Derek M. Davies Senior Vice-President Canadian Officer Corporate Strategy Josef J. Fridman Senior Vice-President, Canadian Officer Law Guy Houle Vice President and Canadian Officer Corporate Secretary BCE Inc. c/o 1050 Beaver Hall Hill Suite 1420 Montreal, Quebec H2Z 1S4 -------------------- (1) Same address as director's or officer's business address except where indicated. Page 23 of 93 William R. Kerr Vice President and Canadian Officer Comptroller Present Principal Name and Occupation Including Relationship Name and Address to BCE of Employer(1) Citizenship ------------ ------------------------ ----------- Charles A. Labarge Vice-President, Canadian Officer Corporate Services Gerald T. McGoey Executive Vice-President Canadian Officer and Chief Financial Officer -------------------- (1) Same address as director's or officer's business address except where indicated. Page 24 of 93 INDEX TO EXHIBITS No. Exhibit Page -- ------- ---- Exhibit 1: Letter of Intent dated as of December 2, 1993 among BCE Telecom International Inc., the Company, International and Mr. Jones, and extension agreement dated March 17, 1994 Exhibit 2: Investment Agreement dated as of March 25, 1994 between the Company and BCI Exhibit 3: Assignment Agreement dated as of March 25, 1994 between BCI and Bell BVI Exhibit 4: Registration Rights Agreement dated as of March 25, 1994 between the Company and BCI Exhibit 5: BCI Press Release dated March 28, 1994 Page 25 of 93 EX-1 2 EXHIBIT 1 CONFORMED COPY BCE Telecom International 1000, rue de la Gauchetiere Montreal, Quebec Canada H3B 4Y8 December 2, 1993 Glenn R. Jones Jones International, Ltd. Jones Intercable, Inc. 9697 East Mineral Avenue Englewood, Colorado 80155-3309 Dear Sirs: This will confirm our understanding with respect to the transactions described in the attached term sheets (the "Term Sheets"). The Parties acknowledge that the transactions described in the Terms Sheets have been approved by the respective Boards of Directors of BCE Telecom International ("Purchaser"), Jones International, Ltd. ("International") and Jones Intercable, Inc. (the "Company"), subject to the negotiation of mutually acceptable definitive agreements and satisfactory completion of due diligence by Purchaser. For purposes of this letter agreement, "Parties" means Purchaser, International, the Company and Glenn R. Jones ("Jones"). 1. Each of the Parties agrees to use its respective reasonable best efforts to negotiate definitive agreements based on the Term Sheets. Such definitive agreements shall cover all of the transactions contemplated by all of the Term Sheets and no definitive agreement shall become effective unless all of the definitive agreements contemplated by all of the Term Sheets shall have been entered into and become effective. As soon as practicable following the execution of this letter, the relevant reporting entities will file a Notification and Report Form with the Federal Trade Commission and the Department of Page 26 of 93 Justice in accordance with the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. 2. The Company and International acknowledge that Purchaser is entitled to conduct its own due diligence review of the business conducted by the Company and Jones Spacelink, Ltd. ("Parent") and agree to afford to Purchaser and its representatives full and complete access to such material as will enable them to investigate the accuracy of financial data and other information provided by or on behalf of the Company or Parent. Any such investigations by the Purchaser and its representatives will be conducted so as not to unreasonably disrupt the business operations of the Company or Parent. Purchaser acknowledges that the confidentiality agreements executed prior to the date hereof will remain in full force and effect. 3. Subject to paragraph 4, during the Term (as defined in paragraph 12 below) none of the Company, International, any Affiliated Entity and the officers, directors, employees or other agents of the Company, International and any Affiliated Entity, and the employees or agents of Jones (collectively, the "Blackhawk Persons") will, directly or indirectly, (i) take any action to solicit, initiate or encourage any Acquisition Proposal (as defined below) or (ii) subject, in the case of the Company, to the fiduciary duties of the Board of Directors of the Company under applicable law as advised by counsel to the Company, with a view to pursuing an Acquisition Proposal with any person (x) engage in negotiations with, or (y) disclose any nonpublic information relating to the Company, Parent or any entity controlled or more than 50% owned by the Company or Parent (a "Subsidiary") to, or (z) afford access to the properties, books or records of the Company, Parent or any Subsidiary to, any such person or its directors, officers, employees or agents. The Company and International will promptly notify Purchaser after receipt by a Blackhawk Person or (A) any Acquisition Proposal or (B) actual notice that any person is giving serious consideration to making an Acquisition Proposal or (C) any request for nonpublic information relating to the Company, Parent or any Subsidiary or for access to the properties, books or records of the Company, Parent or any Subsidiary by any person that a Blackhawk Person reasonably believes is considering making or has made, an Acquisition Proposal and will keep Purchaser fully informed of the status and details of any such Acquisition Proposal, notice or request. Nothing in this paragraph 3 shall prevent a Blackhawk Person from discussing, negotiating and otherwise pursuing transactions that will involve the acquisition by the Page 27 of 93 Company of businesses that are in the same line of business as the Company. For purposes of this letter of intent, (A) "Acquisition Proposal" means a bona fide offer or proposal for, or indication of interest in, a merger or other business combination involving the Company, Parent or any Subsidiary or the acquisition of any equity interest in, or a substantial portion of the assets of, the Company, Parent or any Subsidiary, other than the transactions contemplated by the Term Sheets and this letter of intent and other than the Company/Parent Business Combination (as defined in paragraph 11 below), and (B) "Affiliated Entity" means any entity controlled or more than 50% owned, directly or indirectly, by Jones or International, other than the Company, Parent and the Subsidiaries. In no event will International be liable under this paragraph 3 for amounts in excess of $5,000,000 in the aggregate. 4. The Company acknowledges that its business plan does not anticipate any need to raise equity financing during the Term. If during the Term the Company believes that its sources of funds may be insufficient to meet its projected cash requirements, the Company will discuss potential sources of financing to fund such projected shortfall. If after such discussions the Company reasonably believes that equity financing is its preferred alternative, the Company may sell up to 1,500,000 shares of Class A Common Stock, provided that prior to any such sale it first offers such shares to Purchaser. Purchaser's initial investment in the Company will be reduced by the number of any shares purchased pursuant to this paragraph 4. 5. During the Term, each of International and Jones agree (i) not to directly or indirectly sell, pledge or otherwise dispose of Class B Common Stock in Parent or Common Stock in the Company, (ii) not to directly or indirectly enter into any proxy or voting arrangement with respect to any equity securities of Parent or Company or vote shares in either entity in any manner inconsistent with the transactions contemplated by the Term Sheets, (iii) to use reasonable best efforts to cause Parent not to sell, pledge or otherwise dispose of its shares of Common Stock in the Company, or enter into any proxy or voting arrangement with respect to such shares or vote such shares in any manner inconsistent with the transactions contemplated by the Term Sheets (except in each case pursuant to the Company/Parent Business Combination) and (iv) not to enter into any agreement with respect to the foregoing. 6. During the Term, Jones, International and the Company will use reasonable efforts to keep Purchaser Page 28 of 93 informed as to the material developments affecting the business of the Company and Parent. 7. None of the Parties shall issue (or allow their affiliates to issue) any press release or make any public statement with respect to this letter of intent or the transactions contemplated hereby without the consent of the other parties hereto, except as may be required by applicable law, listing agreement with any securities exchange or similar agreement or requirement, in which case the parties hereto shall consult on the content of any such disclosure prior to its public dissemination. 8. The Company agrees that in the event it enters into an agreement relating to a Material Financing Transaction prior to 45 days after the termination of the Term, the Company will pay to Purchaser an amount in cash equal to $5,000,000. "Material Financing Transaction" means any transaction pursuant to which (i) the Company issues (or is obligated to issue pursuant to the terms of a convertible or similar security) more than 1,000,000 shares of its common stock at a price greater than $27.50 per share (not including any shares issued pursuant to paragraph 4), (ii) the Company sells substantially all of its assets to a third party, or (iii) the Company consummates a merger, recapitalization, restructuring or other business combination involving the Company pursuant to which any class of common stock of the Company is valued at a price greater than $27.50 per share. 9. Jones and International agree that in the event they or any of their affiliates enter into an agreement relating to a Material Sale Transaction prior to 45 days after the termination of the Term, International (but not Jones) will pay, or cause to be paid, to Purchaser an amount in cash equal to $5,000,000, provided that in no event will Purchaser be entitled to receive more than one payment pursuant to this paragraph and the immediately preceding paragraph. "Material Sale Transaction" means any transaction pursuant to which International, Parent or Jones, directly, or indirectly, sell, or agree to sell, or grant an option or similar right with respect to, or enter into any voting arrangement with an affiliated party covering, either (x) a majority of the outstanding shares of Common Stock of the Company or (x) a majority of the outstanding shares of Class B Common Stock of Parent. 10. During the Term, none of Purchaser or any entity controlled or more than 50% owned, directly or indirectly, by Purchaser, and the officers, directors, Page 29 of 93 employees or other agents of Purchaser or any such entity will, directly or indirectly, (i) take any action to solicit, initiate or encourage any Cable Acquisition Proposal (as defined below) or (ii) with a view to pursuing a Cable Acquisition Proposal with any person, engage in negotiations, or exchange information, with any such person or its directors, officers, employees or agents. Purchaser will promptly notify the Company after receipt by it of (A) a Cable Acquisition Proposal or (B) actual notice from a third party that it is seriously considering making or is interested in receiving a Cable Acquisition Proposal. Purchaser will keep the Company fully informed of the status and details of any such Cable Acquisition Proposal or notice. For purposes of this paragraph 10, "Cable Acquisition Proposal" means any bona fide offer or proposal for, or indication of interest in, (x) a merger or other business combination involving Purchaser (or any entity controlled or more than 50% owned by Purchaser) and any of the companies listed on Schedule I hereto or any entity controlled or more than 50% owned by any such companies or (y) the acquisition of any equity interest in, or a substantial portion of the assets of, any such companies or entities. 11. The Term Sheets and this letter of intent are only statements of intent and do not constitute a contractual commitment of the parties hereto or an agreement to enter into a contractual commitment. This letter of intent and the Term Sheets do not address all matters upon which agreement must be reached in order to enter into definitive agreements or consummate the transactions contemplated by the Term Sheets. A binding commitment with respect to such transactions will be set forth only in definitive agreements mutually acceptable to the parties hereto, which agreements will not be entered into until after the proposed asset purchase transaction between Company and Parent (the "Parent/Company Business Combination") has been approved by the Board of Directors of each company, and the definitive agreement covering such transaction has been executed. The Parties agree that the definitive agreements which are the subject of this letter of intent will provide that no party shall be obligated to consummate the transactions covered by such agreements if the Parent/Company Business Combination shall not have been completed on the terms set forth in the definitive agreement covering such transaction. Notwithstanding the foregoing, the provisions of this letter of intent set forth in paragraphs 2 through 15 hereof are intended to be binding on the parties hereto. Page 30 of 93 12. This letter of intent terminates on the earliest of (i) February 18, 1994, (ii) the execution and delivery of definitive agreements and (iii) the mutual agreement of the Parties to terminate this letter agreement. For purposes of this letter agreement, "Term" means the period from the date hereof to the termination of this letter agreement. 13. This letter of intent shall be governed by the laws of the State of Colorado without regard to its conflict of law rules. 14. Except as otherwise specified herein and in the Term Sheets, all costs and expenses incurred in connection with the transactions contemplated hereby shall be paid by the Party incurring such costs or expenses. 15. This letter of intent may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Page 31 of 93 If the foregoing properly sets forth our understanding, please so indicate by signing a copy of this letter in the space provided below and returning such copy to us. Very truly yours, BCE TELECOM INTERNATIONAL By: /s/ Derek H. Burney ----------------------------- Name: Derek H. Burney Title: Chairman and Chief Executive Officer By: /s/ Daniel E. Somers ----------------------------- Name: Daniel E. Somers Title: Senior Vice-President and Chief Financial Officer Accepted and Agreed: JONES INTERCABLE, INC. By: /s/ Elizabeth M. Steele ---------------------------- Name: Elizabeth M. Steele Title: Vice President and General Counsel JONES INTERNATIONAL, LTD. By: /s/ Glenn R. Jones ---------------------------- Name: Glenn R. Jones Title: Chairman and Chief Executive Officer Only as to paragraphs 1, 5, 6, 7 and 9 /s/ Glenn R. Jones - ------------------------------- Glenn R. Jones Page 32 of 93 Bell Canada International Inc. 1000, rue de la Gauchetiere Montreal, Quebec Canada H3B 4Y8 March 17, 1994 Glenn R. Jones Jones International, Ltd. Jones Intercable, Inc. 9697 East Mineral Avenue Englewood, Colorado 80155-3309 Dear Sirs: Reference is made to the Letter Agreement dated December 2, 1993 among the undersigned (successor to BCE Telecom International Inc.), Jones International, Ltd., Glenn R. Jones and Jones Intercable, Inc. Each of the undersigned hereby agrees that clause (i) of paragraph 12 of such Letter Agreement is amended to be April 8, 1994. Very truly yours, BELL CANADA INTERNATIONAL INC. By:/s/ Daniel E. Somers -------------------------- Senior Vice-President ACCEPTED AND AGREED: JONES INTERCABLE, INC. By:/s/ Elizabeth Steele -------------------- Vice President JONES INTERNATIONAL, LTD. By:/s/ Glenn R. Jones --------------------- Chairman /s/ Glenn R. Jones - ------------------ Glenn R. Jones Page 33 of 93 SCHEDULE I BASIC MSO (MULTIPLE SYSTEM OPERATOR) SUBSCRIBERS - ------------------------------ ----------- Tele-Communications, Inc. (TCI) 10,171,000 Time Warner Cable 7,070,000 Continental Cablevision, Inc. 2,913,000 Comcast Corporation 2,647,000 Cablevision Systems Corporation 2,070,000 Cox Cable Communications 1,729,000 Newhouse Broadcasting Corporation 1,353,000 Cablevision Industries, Inc. 1,299,000 Times Mirror Cable Television 1,194,000 Adelphia Communications 1,183,000 Falcon Cable TV 1,099,000 Viacom Cable 1,083,000 Sammons Communications, Inc. 979,000 Century Communications Corp. 919,000 Crown Media, Inc. 823,000 Colony Communications, Inc. 765,000 TeleCable Corporation 699,000 Scripps Howard Cable 678,000 TKR Cable 608,000 Lenfest Group 591,000 KBLCOM, Inc. (Houston Industries) 589,000 InterMedia Partners 537,000 Prime Cable 520,000 Post-Newsweek Cable, Inc. 478,000 TCA Cable TV, Inc. 469,000 Tele-Media Corporation 453,000 Womelco Cable Corp. 428,000 Madison Hunter Cable TV 421,000 Multimedia Cablevision 411,000 Rifkin & Associates, Inc. 366,000 Triax Communications Corp. 334,000 Western Communications, Inc. 318,000 C-TEC Cable 257,000 Page 34 of 93 FINAL December 1, 1993 TERM SHEET FOR STOCK PURCHASE AGREEMENT BETWEEN BCETI AND BLACKHAWK INITIAL At Closing, BCETI (the "Investor") will TRANSACTIONS purchase (i) 8,400,000 shares of Class A Common Stock (the "Class A Shares") of Blackhawk (the "Company") and (ii) a number of Class A Shares equal to 30% of the Class A Shares issued pursuant to the proposed asset purchase transaction with the Parent of Blackhawk (approximately 1,600,000 Class A Shares). The purchase price for these initial investments will be $27.50 per Class A Share. INVESTMENT In addition to the initial transactions COMMITMENT described above, Investor will subscribe for 30% of any shares sold pursuant to subsequent equity offerings by the Company, provided that this subscription obligation will terminate when the aggregate amount of Investor's purchases of equity securities from the Company (including the approximately 10,000,000 Class A shares purchased pursuant to the initial investments) equals $400 million. PRE-EMPTIVE Investor will have the right to maintain its RIGHTS then percentage equity interest in the case of all issuances by the Company of equity securities (other than routine grants of stock options and related issuances). REGISTRATION Investor will have customary demand RIGHTS registration rights with respect to any equity securities of Blackhawk purchased from time to time. Page 35 of 93 STANDSTILL Investor will agree to vote all equity AGREEMENT securities of the Company held by it in favor of the Company's nominees to the Board of Directors. Without the written consent of the Company, in no event will Investor solicit proxies with respect to the Company's equity securities, become a participant in any election contest or join any group seeking to acquire, hold or dispose of equity securities of the Company. BOARD The Board of Directors of the Company will REPRESENTATION initially have ten directors, elected as follows: (i) six directors will be nominated by Glenn Jones and Jones International, Ltd. (collectively, "Jones"), one of which will not be affiliated with Jones, (ii) three directors will be nominated by Investor, and (iii) one unaffiliated director will be nominated jointly by Investor and Jones. Each of Investor, Jones and the Company will use all reasonable efforts to elect the foregoing nominees to the Board. If the holders of the Class A Shares elect three directors that are not nominated by Company, (i) five of the seven remaining directors will be nominated by Jones and two by Investor and (ii) at Jones' option, the Board of Directors may be increased to twelve, in which case seven of the directors to be nominated by holders of Common Stock will be nominated by Jones and two by Investor. The Board of Directors will have an executive committee, audit committee and compensation committee and Investor will have not less than one director on each such committee. Investor undertakes, to the extent permitted by law, to vote its shares in the Company and direct its nominees to the Board so as to insure that the directors nominated by Jones will represent at least a majority of the members of the Board. Page 36 of 93 CONSENT RIGHTS Investor to have the right of consent to the following actions by the Company: (i) the authorization or issuance of equity securities (including stock splits and stock dividends, but other than routine grants of stock options and related issuances), (ii) any amendments to the Articles of Incorporation or By-Laws of the Company, (iii) the placement of new long-term indebtedness exceeding in any single case $100,000,000 and $200,000,000 in the aggregate, but excluding bank credit arrangements entered into from time to time to finance general corporate purposes having a principal amount not exceeding $500,000,000, (iv) the acquisition or sale of any cable television system having a purchase price exceeding $50,000,000 in any single case and $250,000,000 in the aggregate for acquisitions and $250,000,000 in the aggregate for sales, (v) the acquisition or sale of any Business (as defined below) (other than a cable television system) having a purchase price exceeding $5,000,000 in any single case and $50,000,000 in the aggregate for acquisitions and $50,000,000 in the aggregate for sales, (vi) the entry by the Company into a line of business other than a Business, (vii) the taking of any action that would reasonably be expected to, as a result of a law or regulation, (x) require Investor to divest any of its equity interest in the Company or (y) prevent the Investor from obtaining control of the Company, or (viii) the sale of substantially all of the assets of the Company, a liquidation, a merger where the Company is not the surviving Page 37 of 93 corporation and such other fundamental changes as agreed by the parties. CONSULTATION The Company will regularly advise and ON BUSINESS consult with Investor in respect of its STRATEGIES strategic, operating and financial plans, including plans for system acquisitions and sales (both as they relate to managed limited partnerships and third party transactions); equity, debt, joint venture and other financing strategies; business plans for operations, marketing and technology deployment; and personnel, compensation and related decisions. Each year, management of the Company will present to the Board of Directors for approval a business plan including the elements described above. SCOPE OF Investor and Jones recognize that the cable RELATIONSHIP television and telecommunications businesses are rapidly evolving. The parties will consult with each other regarding possible new converging business segments and markets, such as the delivery of value added, inter-exchange and wireless services. OBLIGATION TO Each of BCETI and Jones will have an REFER BUSINESS obligation to refer, and will cause OPPORTUNITIES entities owned or controlled by them to refer, to the Company business opportunities in (A) any Business described in paragraphs (i), (ii) and (iii) of the definition, (B) any business that has a fair market value less than the then market capitalization of the Company and is primarily engaged in wireline local exchange communications businesses in geographic markets in the United States where the Company does not own or operate a cable television or wireline local exchange communications business, and (C) such other businesses as may be agreed by the Investor and Jones. Prior to closing, Investor and Jones will review the businesses described in clause (iv) of the definition of "Business" and discuss whether any such businesses should be added to this referral obligation. Page 38 of 93 BUSINESS "Business" means the following lines of business in the United States of America: (i) cable television businesses, (ii) wireline local exchange communications businesses in geographic markets where the Company owns or operates a cable television business, and (iii) transport of broadband inter-active multi-media businesses in geographic markets where the Company owns or operates a cable television or wireline local exchange communications business, and (iv) any other existing businesses conducted by the Company and its immediate Parent. The parties agree that Business does not include (i) the provision of PCS/PCN services, but includes the lease of distribution systems to PCS/PCN service providers and (ii) the provision of content (other than existing businesses described in paragraph (iv) above). If a party votes against an investment by the Company in any of the foregoing business opportunities, such party will not independently invest in such business opportunity. SECONDMENT OF Investor will have rights to second an agreed PERSONNEL BY number of qualified personnel at appropriate INVESTOR levels of responsibility into the various business disciplines of the Company. Company to have reasonable consent rights over the identity of such secondees. The parties agree that one of such secondees to the Company will interface with FinCo to identify and pursue investment opportunities for the Company. Page 39 of 93 EMPLOYMENT OF Company will enter into employment agreement CHAIRMAN/CEO with Chairman/CEO, pursuant to which he will receive annual compensation commensurate with his aggregate current compensation from the Company and its immediate Parent. The agreement will expire at the earlier of (i) the end of the eighth year after closing or (ii) the closing of the exercise of the option granted by Jones to Investor on the Common Stock of the Company. Investor agrees that Chairman/CEO will spend part of his time performing similar duties on behalf of affiliated companies. PROGRAMMING Programming services of affiliates of BCETI SERVICES PROVIDED and Jones will be carried on the Company's BY AFFILIATES OF cable television systems on the following BCETI AND JONES basis: (i) Programming services provided by affiliates of Jones will be given access to six channels. Jones will have priority over Investor with respect to these channels. (ii) Investor will have the right to two channels for programming services provided by its affiliates. (iii) Investor will have no rights under clause (ii) to designate a programming service that has substantially similar content to the services provided by Jones in clause (i). CABLE BROKERAGE Investor and Jones will collaborate and SERVICES consult on potential acquisitions and dispositions by the Company. The Company will pay fees to financial services affiliates of Jones (collectively, "FinCo") for cable brokerage services to the Company in connection with future acquisitions and/or sales that are identified or pursued on behalf of the Company by FinCo and for which it provides to the Company customary brokerage, finders and investment banking services. The fees paid in connection with such transactions will be approximately 90% Page 40 of 93 of the fees that would be charged by unaffiliated third parties, subject to approval by the independent directors. No fees will be payable to FinCo in respect of any transactions involving the Company's managed limited partnerships. FinCo will pay to Investor 50% of any fees received by it under this arrangement, net of reasonable and customary expenses incurred by FinCo. TRANSACTIONS Investor to acknowledge that certain services WITH AFFILIATES have historically been provided by the OF JONES the Company to affiliates of Jones, and by such affiliates to the Company. Services provided by the Company principally include certain management, operational, aviation and financial and investor services in the U.S., U.K. and Spain. Services provided to the Company principally include the lease of certain real estate, the lease of satellite transponder capacity, management information services and certain financial services. Such services (which are described in the draft proxy statements delivered to Investor) will continue to be provided for a period of eight years following closing, on terms and conditions consistent with those as are currently in effect. Transactions with affiliates of Jones other than those described in the immediately preceding paragraph would be subject to approval by the Board, excluding directors nominated by Jones other than the unaffiliated directors. TECHNICAL SERVICES The Company and Investor will negotiate a TO BE PROVIDED BY technical services agreement pursuant to INVESTOR to which Investor will receive an annual fee of $2,000,000 for such services. SUPPLIER The Company will give Investor and its ARRANGEMENTS affiliates the first opportunity to supply services, compatible network equipment and systems to the Company on competitive terms Page 41 of 93 and conditions which will, at the Company's discretion, be made pursuant to competitive bidding or other processes. Nothing herein will adversely affect the Company's ability to obtain services, equipment and systems on open and competitive terms. TRANSACTIONS Transactions with affiliates of Investor WITH AFFILIATES would be subject to approval by the Board, OF INVESTOR excluding directors nominated by Investor. FINANCIAL Upon closing of the initial investment, ADVISORY Company will pay (i) a financial advisory fee FEE of $2,000,000 to its financial services affiliate and (ii) $600,000 to Investor to cover its expenses. Investor and Company will each be responsible for other brokerage, financial services or similar fees and expenses which each may incur in connection with the transaction. INVESTMENT Investor may assign its rights to a ENTITY controlled affiliated entity (which entity must continue to be controlled by Investor), but no such assignment will relieve Investor of its obligations hereunder. The investing entity used by Investor will not, directly or indirectly, issue debt or equity interests to, nor invest in or lend money to, entities primarily engaged in the cable television, telecommunications or educational programming businesses. Investor will notify Jones if it issues equity interests to unaffiliated third parties. TERMINATION The rights of Investor will terminate as OF INVESTOR'S described in Schedule I. RIGHTS TERMINATION OF If Investor purchases the Optioned Securities RELATIONSHIPS (as defined in the other term sheet), the WITH JONES rights and obligations described above of Jones and its affiliates will terminate, provided that the contracts relating to programming services provided by affiliates Page 42 of 93 of Jones will survive for fifteen years after the closing of the initial investment by Investor in the Company. After the closing of the purchase of the Optioned Securities, the rates and other terms and conditions for any such programming services will be no less favorable to Jones than those in effect immediately prior to such closing and will be subject to adjustments thereafter that are similar to adjustments obtained by Jones from other cable operators with comparable distribution, if any. Page 43 of 93 SCHEDULE I Termination of Investor's Rights: PARA- OWNERSHIP PERCENTAGE TIME EXISTENCE BOARD CONSENT GRAPH OR NUMBER OF SHARES PERIOD OF OPTION SEATS RIGHTS - ----- ------------------- ------ --------- ----- ------ 1 Ownership of at least 10,000,000 shares 5 years Yes or no 3 All 2 Ownership of at least 10,000,000 shares Years 6-8 Yes 3 All 3 Ownership of at least Depends on % 10,000,000 shares Years 6-? No ownership below If Investor owns less than 10,000,000 shares, or Paragraph 3 applies, the following matrix will govern: PARA- OWNERSHIP PERCENTAGE TIME EXISTENCE BOARD CONSENT GRAPH OR NUMBER OF SHARES PERIOD OF OPTION SEATS RIGHTS - ----- ------------------- ------ --------- ----- ------ A Ownership of at least 20% of total O/S shares All times Yes or no 3 All B Ownership of less than 20% but at least 15% of total O/S shares All times Yes 3 All C Ownership of less than 20% but at least 15% of total (ii), O/S shares All times No 2 (vii) D Ownership of less than 15% but at (ii), least 10% of total (vii), O/S shares All times Yes 1 (viii) E Ownership of less than 15% but at least 10% of total O/S shares All times No 1 (vii) Page 44 of 93 PARA- OWNERSHIP PERCENTAGE TIME EXISTENCE BOARD CONSENT GRAPH OR NUMBER OF SHARES PERIOD OF OPTION SEATS RIGHTS - ----- ------------------- ------ --------- ----- ------ F Ownership of less (ii), than 10% of total (vii), O/S shares All times Yes 1 (viii) G Ownership of less than 10% of total O/S shares All times No 0 None Page 45 of 93 FINAL December 1, 1993 TERM SHEET FOR SHAREHOLDER AND OPTION AGREEMENT VOTING Each of BCETI and Jones will take all action as may be required to vote for all of their respective nominees to the Board of Directors. RIGHT TO PURCHASE Subject to terms and conditions set forth COMMON STOCK OF below, at any time between the seventh BLACKHAWK and eighth anniversary of the closing, Investor will have the right (the "Control Option") to purchase from Chairman/CEO and International (collectively, the "Grantors"), all of the shares of Common Stock of Blackhawk (the "Optioned Shares") and all options on shares of Common Stock of Blackhawk (the "Optioned Options"), in each case owned by the Grantors after consummation of the proposed transaction between Blackhawk and its immediate Parent. The parties understand that the Control Option will cover (i) approximately 2,500,000 Optioned Shares and (ii) Optioned Options exercisable into approximately 600,000 shares of Common Stock. The Optioned Shares and the Optioned Options are referred to herein as the "Optioned Securities". At the time Grantors grant the Control Option, which is anticipated to be immediately following consummation of the proposed asset purchase transaction between Blackhawk and its immediate Parent, Investor will pay to Grantors an amount in cash equal to: (i) $20.00 for each Optioned Share and (ii) for each Optioned Option, the product of (A) the number of shares of Common Stock covered by such Optioned Option and (B) the difference between $20.00 and the exercise Page 46 of 93 price of such Optioned Option. Such amount shall not be applied to the purchase price for the Optioned Securities described below. Such right will be non-assignable (except as otherwise contemplated herein), may only be exercised in full, and failure to exercise such right before the eighth anniversary of the closing shall result in termination of this option. 1. In the event of death or incapacitation (an "Event") of Chairman/CEO, Investor shall have the immediate right to purchase the Optioned Securities. Such right shall be effective for a period of nine months following an Event, after which period Investor's right to purchase the Optioned Securities shall terminate. 2. In the event the Chairman/CEO resigns from the Company, Investor will have the immediate right to purchase the Optioned Securities. Such right shall be effective for a period of three months following the date of such resignation. The failure of Investor to exercise its right during such three month period will not terminate the option. 3. At any time after the fifth anniversary of the closing, the Grantors may request that Investor exercise its right to purchase the Optioned Securities. Investor shall then have a period of six months to exercise its right, after which period Investor's right to purchase the Optioned Securities shall terminate. PURCHASE PRICE The purchase price per share for each of the PER SHARE Optioned Shares will be equal to the sum of: (i) the product of two-thirds and the Option Price on the Trigger Date; plus (ii) the product of one-third and 120% of Fair Market Value on the Trigger Date. Page 47 of 93 The purchase price for each share covered by an Optioned Option shall be equal to the price per share paid for the Optioned Shares. The purchase price shall be payable in cash or, by mutual agreement, in shares of Investor's Parent or ultimate Parent. "Fair Market Value" means the average of the reported closing prices during the 30 day period immediately preceding the Trigger Date for Class A Shares. If no liquid public market for the Class A Shares exists, then Fair Market Value shall be determined by appraisal pursuant to an agreed process. "Option Price" has the meaning set forth in Schedule I. "Trigger Date" means (i) the date of an Event in the case of paragraph 1, (ii) the date Chairman/CEO resigns in the case of paragraph 2, (iii) the date Grantors deliver a request notice in the case of paragraph 3, (iv) the date Investor delivers an exercise notice in the case of an exercise by it after the seventh anniversary, and (v) in the case of a purchase of Class A Shares because of a Change in Law, the date Investor delivers the Offer Notice (as defined in the next paragraph). CHANGE IN LAW If a Change in Law (to be defined) requires, directly or indirectly, Investor to divest the Control Option, or would prevent Investor from exercising the Control Option, the Control Option will become transferable on the terms and conditions described herein, provided that this provision will not apply if it was triggered by the entry by Investor (or its affiliates) into a new line of business. In any such event, if Investor elects to dispose of the Control Option and its Class A Shares, Investor and Grantors will use reasonable efforts to identify a suitable partner to purchase the Control Option and the Class A Shares held by Investor. Investor will give Grantors written notice of such election (the "Offer Notice"). Page 48 of 93 Prior to transferring the Control Option to a third party, Investor will first offer the Control Option to Grantors at a specified price. Grantors will then have nine months to decide whether to purchase the Control Option. If Grantors elect to purchase the Control Option, they may also elect to purchase all (but not less than all) of the shares of common stock of Blackhawk then held by Investor at a price per share equal to Fair Market Value. In the event Grantor elects not to purchase the Control Option, Investor has a period (to be agreed) during which it may sell the Control Option to a third party at a price not less than 95% of the offering price to Grantors, provided that Investor will consult with Jones before making any such sale and consider Jones' views as to the suitability of potential purchasers. RIGHT TO PURCHASE Investor acknowledges that Grantors own a CLASS A COMMON number of shares of Class A Common Stock STOCK OF BLACKHAWK of Blackhawk (the "Class A Shares"), which Grantors may wish to sell over time. Subject to the terms and conditions described below, until the eighth anniversary of the Closing Date, Grantors may not sell any Class A Shares without first offering such Class A Shares to Investor. (i) Grantors may sell up to 15,000 Class A shares in any calendar month, without any obligation to offer such Class A Shares to Investor. (ii) If a Grantor wishes to sell any Class A Shares in a transaction not described in paragraph (i), such Grantor will first offer such Class A Shares to Investor. Grantor shall first deliver a written offer notice to Investor specifying the number of Class A Shares offered for sale (the "Offered Shares") and the average of the closing bid and asked prices for the Class A Shares as of the last business day preceding the day the offer notice is delivered (the "Offered Price"). Investor will have 24 hours to decide whether to purchase the Offered Shares at the Offered Price, provided that Investor Page 49 of 93 will have five business days to make such determination if the aggregate purchase price of the Offered Shares, together with any other amounts paid by Investor to the Grantors pursuant to this paragraph (ii) during the immediately preceding 30 days, exceeds $10,000,000. If Investor fails to deliver a written purchase notice to a Grantor within the time periods described in paragraph (b), such Grantor is free to sell the Offered Shares in open market transactions or private transactions to any company or individual not primarily engaged in North American cable television or North American telecommunications businesses. Investor shall have five business days to close the purchase of Offered Shares, except that such period will be extended to 30 days in the case of offers for which Investor has five business days to respond. The purchase price shall be payable in cash or, by mutual agreement, in shares of Investor's Parent or ultimate parent. In no event will Grantors be permitted to sell more that 900,000 Class A Shares in any 12 month period without Investor's consent. If Grantors wish to sell more than 900,000 Class A Shares in any 12 month period for tax or estate planning purposes or for other unanticipated bona fide liquidity needs, Grantors, Investor and the Company will use reasonable efforts to develop a plan of orderly disposition that takes into account the Company's projected offerings of equity securities during such 12 month period, if any. PURCHASE OF SHARES If Investor decides to purchase more than BY INVESTOR 15,000 Class A Shares in any calendar month, Investor will first give Grantors the opportunity to sell Class A Shares. Grantors will have 48 hours to respond pursuant to procedures similar to those described above. Page 50 of 93 SCHEDULE I The Option Price on any Trigger Date will be based on the following table: Anniversary of the Closing Date Base Price ------------ ---------- 0 $30.00 1 40.32 2 45.16 3 50.58 4 56.65 5 63.44 6 71.06 7 79.58 8 89.13 The Option Price will equal the sum of: (i) the Base Price on the anniversary of the Closing Date immediately preceding the Trigger Date, and (ii) a pro rata portion of the difference between such Base Price and the Base Price on the immediately succeeding anniversary of the Closing Date. The Base Price will be reduced by the amount of any special dividends paid or declared by the Company to Grantors prior to the purchase of the Optioned Securities. Page 51 of 93 TERM SHEET December 1, 1993 FOR FINAL INVESTMENT IN JONES EDUCATION NETWORK, INC. INVESTMENT At Closing, BCETI (the "Investor") will purchase a number of shares of Class A Common Stock of Jones Education Networks, Inc. (the "Company") equal 15% of the outstanding shares of the Company. The purchase price of the shares will be $18,000,000. If during the twelve month period following Closing the Company issues new equity securities solely for cash at a price per share less than the price paid by Investor, then the Company will pay to Investor an amount in cash equal to the difference (which amount, in Company's discretion, may be paid in equity securities of the Company at the most recent valuation). If during the twelve month period following Closing the Company issues new equity securities for consideration, in whole or in part, other than cash at a price per share less than 90% of the price paid by Investor, then the Company will pay to Investor an amount in cash equal to the difference between 90% of the price paid by Investor and the value of the consideration paid by the other party (which amount, in the Company's discretion, may be paid in equity securities of the Company at the most recent valuation). The valuation of any non-cash consideration will be determined under normal and appropriate industry standards, such valuation to be approved by the Company's Board of Directors. PRE-EMPTIVE Investor will have the right to maintain RIGHTS its then percentage equity interest in the case of all issuances by the Company of equity securities (other than routine grants of stock options and related issuances and other than through an initial public offering). Investor will receive registration rights subsequent to an initial public offering. Page 52 of 93 HYPOTHECATION Investor recognizes that Glenn R. Jones and Jones International, Ltd. ("Blackhawk") reserve the right to pledge or hypothecate its ownership interests in Company for financing purposes. BOARD Investor will be entitled to nominate one REPRESENTATION member to the Board. Investor will have one representative on all committees of the Board of Directors. DIVESTITURE In the event that Investor wishes to divest ownership in Company for any reason, Investor will offer its interests in Company to Blackhawk at a specified price. Blackhawk will have three months to accept, reject or renegotiate the purchase of Investor's interests. If Blackhawk accepts the offer, it will have an additional six months to close on the purchase of the interests. If Blackhawk rejects the offer, or if Blackhawk is unable to close on the purchase, Investor may, after reasonable consultation with Blackhawk, sell its interests at a price no less than 95% of the offered price referred to above for a period of nine months subsequent to such rejection or failure to close. MOST FAVORED For a period of five years subsequent to NATIONS closing, any Board of Director consent rights CLAUSE granted to a subsequent 15% or less investor in Company shall also be awarded to Investor. NOTICE OF Company will give Investor notice of any AFFILIATE material affiliated transactions. TRANSACTIONS AUDITED Commencing with the fiscal year ended May 31, FINANCIAL 1994, Company will deliver audited financial STATEMENTS statements to Investor. CONSULTATION The Company will regularly advise and consult ON BUSINESS with Investor in respect of its strategic, STRATEGIES operating and financial plans, equity, debt, joint venture and other financial strategies; business plans for operations, marketing and technology deployment; and personnel, compensation and related decisions. Each year, management of the Company will present to the Page 53 of 93 Board of Directors for approval a business plan including the elements described above. TAG ALONG In the event that, through a single sale or a RIGHTS series of sales, Blackhawk has divested or will divest more than 50% of its ownership of Company or has divested or will divest control of the Company, Investor shall have the right to (i) participate on a pro rata basis in such sales by Blackhawk or (ii) sell all of its interests, all upon the same terms and conditions as Blackhawk. In the event that Blackhawk sells all of its interests, it may require that Investor sell all of its interests concurrently. Tag along rights will expire upon the event of a public offering. Page 54 of 93 TERM SHEET December 1, 1993 FOR FINAL INVESTMENTS IN JONES LIGHTWAVE, LTD. INVESTMENT At Closing, BCETI (the "Investor") will purchase a number shares of Class A Common Stock of Jones Lightwave, Ltd. (the "Company") equal to 50% of the outstanding common shares of the Company. The purchase price for the shares will be $5,000,000. PRE-EMPTIVE Investor will have the right to maintain its then RIGHTS percentage equity interest in the case of all issuances by the Company of equity securities (other than routine grants of stock options and related issuances). TAG ALONG Investor will receive prior notice of any sales RIGHTS by Glenn R. Jones or Jones International, Ltd. ("Blackhawk") of equity securities in the Company. Investor will have the right to participate, on a pro rata basis, in any such sales and will receive the same price per share paid to Blackhawk. RIGHT OF If Investor or Blackhawk elects in its discretion, FIRST OFFER to sell or dispose of its equity interest in the Company to an unaffiliated third party, the other party will have a right of first offer on the selling party's equity interest. BOARD Blackhawk shall have the right to name the REPRESENTA- Chairman of the Board (who shall also be a Board TION member). Remaining Board members shall be nominated 50% by Blackhawk and 50% by Investor. DISPUTE If the parties are unable, after a reasonable RESOLUTION period of consultation and discussion, to reach agreement on a material business issue confronting the Company, Investor agrees that it will offer to sell to Blackhawk its equity interests in the Company at fair market value pursuant to an agreed procedure. CONSENT Investor to have the right of consent to the RIGHTS following actions by the Company (so long as investor owns at least 50% of equity securities of Page 55 of 93 the Company or so long as Investor's interests are at least equal to Blackhawk's interests): (i) the authorization or issuance of equity securities (including stock splits and stock dividends, but other than routine grants of stock options and related issuances), (ii) any amendment to the Articles of Incorporation or By-Laws of the Company, (iii) the placement of material new long-term indebtedness exceeding in any single case $1,000,000 and $2,500,000 in the aggregate, but excluding bank credit arrangements entered into from time to time finance general corporate purposes having a principal amount not exceeding $2,500,000, (iv) any material acquisitions or sales, (v) the annual business plan of the Company, (vi) the entry by the Company into a new line of business, (vii) the taking of any action that would reasonably be expected to, as a result of a law or regulation, require Investor to divest any of its equity interest in the Company, or (viii) the sale of substantially all of the assets of the Company, a liquidation, a merger where the Company is not the surviving corporation and such other fundamental changes as agreed by the parties. CONSULTATION The Company will regularly advise and consult with ON BUSINESS Investor in respect of its strategic, operating STRATEGIES and financial plans; equity, debt, joint venture and other financial strategies; business plans for operations, marketing and technology deployment; and personnel, compensation and related decisions. Investor acknowledges the Company currently utilizes and would anticipate continuing to Page 56 of 93 utilize limited partnerships for the raising of capital for subsidiaries and affiliates of Company. SECONDMENT Investor will have rights to second an agreed OF PERSONNEL number of personnel at appropriate levels of BY INVESTOR responsibility. Company will have reasonable consent rights over the identity of secondees. TRANSACTIONS Transactions with affiliates of Blackhawk would be WITH AFFILIATES subject to approval by the Board, excluding OF BLACKHAWK directors nominated by Blackhawk. TRANSACTIONS Transactions with affiliates of Investor would be WITH AFFILIATES subject to approval by the Board, excluding OF INVESTOR directors nominated by Investor. LOAN BY Investor shall lend U.S. $5,000,000 to Company at INVESTOR Closing on terms and conditions reasonably acceptable to Investor. Page 57 of 93 EX-2 3 EXHIBIT 2 CONFORMED COPY INVESTMENT AGREEMENT AGREEMENT dated March 25, 1994 between Bell Canada International Inc., a Canadian corporation (the "Purchaser"), and Jones Intercable, Inc., a Colorado corporation (the "Company"). The parties hereto agree as follows: ARTICLE 1 DEFINITIONS 1.1 Definitions. (a) The following terms, as used herein, have the following meanings: "Basic Prospectus" means the prospectus dated June 17, 1993 included in the Registration Statement relating to the Shelf Securities, and the Disclosure Documents incorporated by reference therein. "Class A Common Stock" means Class A Common Stock, par value $0.01 per share, of the Company. "Common Stock" means Common Stock, par value $0.01 per share, of the Company. "Disclosure Documents" means (i) the Company's Annual Report on Form 10-K for the fiscal years ended May 31, 1992 and May 31, 1993, (ii) the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended August 31 and November 30, 1992 and February 28, August 31 and November 30, 1993, (iii) the Company's Proxy Statements dated December 18, 1992 and November 19, 1993, (iv) the Company's Current Reports on Form 8-K filed on February 19, 1993, March 1 and 15, 1993, June 15, 1993, December 3, 1993, January 11, 1994, February 23, 1994 and (v) the Company's Form 10-C filed on March 1, 1993. "Dollars" or "$" means United States dollars. "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Page 58 of 93 "Governmental Authority" means any local, county, state, commonwealth, federal or foreign court, judicial, executive, or legislative instrumentality, or any agency, authority, commission, board or official thereof, including, without limitation, any franchising authority. "Intercable Group" means, at any time, the Company and each Person that is a Subsidiary of the Company at such time. "Intercable Group Entity" means, at any time, each Person included in the Intercable Group at such time. "Lien" means, with respect to any property or asset, any mortgage, lien, pledge, charge, security interest, encumbrance or other adverse claim of any kind in respect of such property or asset. "Material Adverse Effect" means, with respect to any Person, a material adverse effect on the condition (financial or otherwise), business, assets or results of operations of such Person and its Subsidiaries, taken as a whole. "Person" means an individual, corporation, partnership, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof. "Proposed Transaction" means the transaction contemplated by the letter agreement dated December 2, 1993 among the Company, the Purchaser, Glenn R. Jones and Jones International, Ltd. "Prospectus" means the Basic Prospectus, as supplemented by the Prospectus Supplement. "Prospectus Supplement" means the prospectus supplement dated March 25, 1994 specifically relating to the Shares in the form delivered to the Purchaser at the Closing, and the Disclosure Documents incorporated by reference therein. "Registration Rights Agreement" means the Registration Rights Agreement between the Purchaser and the Company dated the date hereof. "SEC" means the Securities and Exchange Commission or its successor. Page 59 of 93 "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. "Subsidiary" means, as to any Person, (i) any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are, directly or indirectly, owned or controlled by such Person, (ii) any partnership of which such Person is, directly or indirectly, a general or managing partner or (iii) any other entity that is, directly or indirectly, controlled by such Person. (b) Each of the following terms is defined in the Section set forth opposite such term: Term Section ---- ------- Closing 2.2 Outstanding Securities 3.5 Registration Statement 3.7 Shares 2.1 Shelf Securities 3.7 ARTICLE 2 PURCHASE AND SALE 2.1 Purchase and Sale. The Company hereby agrees to issue and sell to the Purchaser, and the Purchaser hereby agrees to purchase from the Company, 2,500,000 shares of Class A Common Stock (the "Shares") for a purchase price of $22.00 per Share. 2.2 Closing Deliveries. (a) In connection with the closing (the "Closing") of the purchase and sale of the Shares hereunder: (i) the Purchaser shall deliver to the Company $55,000,000 in immediately available funds by wire transfer to an account of the Company with a bank designated by the Company; (ii) the Company shall deliver to the Purchaser a certificate representing the Shares, duly registered in the name of the Purchaser; (iii) the Purchaser and the Company shall execute and deliver the Registration Rights Agreement; Page 60 of 93 (iv) the Purchaser shall receive an opinion of Elizabeth M. Steele, counsel to the Company; (v) the Company shall receive an opinion of Martine Turcotte and Robert Drolet, counsel to the Purchaser; and (vi) the Company shall deliver to the Purchaser all documents it may reasonably request relating to the existence of the Company and the authority of the Company to execute and deliver this Agreement and the Registration Rights Agreement, all in form and substance reasonably satisfactory to the Purchaser. (b) All deliveries and transactions at the Closing shall be deemed to take place simultaneously. ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE COMPANY The Company represents and warrants to the Purchaser: 3.1 Corporate Existence. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of Colorado and has all corporate powers and all governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted, except for those licenses, authorizations, permits, consents and approvals the absence of which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. The Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. The Company has heretofore delivered to the Purchaser true and complete copies of its articles of incorporation and bylaws as currently in effect. 3.2 Corporate Power and Authorization. The execution, delivery and performance by the Company of this Agreement and the Registration Rights Agreement are within the Company's corporate powers and have been duly authorized by all necessary corporate action on the part of the Company. This Agreement and the Registration Rights Page 61 of 93 Agreement constitute valid and binding agreements of the Company. 3.3 Governmental Authorization. Assuming the accuracy of the Purchaser's representations and warranties contained in Section 4.3, the execution, delivery and performance by the Company of this Agreement and the Registration Rights Agreement and the consummation of the transactions contemplated hereby and thereby require no action of any Intercable Group Entity by or in respect of, or filing by any Intercable Group Entity with, any Governmental Authority organized within the United States of America, England or Spain, other than any such action or filing as to which the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. 3.4 Non-Contravention. The execution, delivery and performance by the Company of this Agreement and the Registration Rights Agreement do not: (i) violate the articles of incorporation or by-laws of the Company, (ii) assuming the accuracy of Purchaser's representations and warranties contained in Section 4.3, violate any applicable law, rule, regulation, judgment, injunction, order or decree, (iii) require any consent or other action by any Person under, constitute a default under, or give rise to any right of termination, cancellation or acceleration of any right or obligation of any Intercable Group Entity under, or cause a loss of any benefit to which such Intercable Group Entity is entitled under, any agreement or other instrument binding upon any Intercable Group Entity or any franchise, license, permit or other similar authorization held by any Intercable Group Entity or (iv) result in the creation or imposition of any Lien on any asset of any Intercable Group Entity, except in the case of clauses (ii), (iii) and (iv), to the extent that any such violation, failure to obtain any such consent or other action, default, right, loss or Lien would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. 3.5 Capitalization of the Company. (a) At the date hereof, but without giving effect to the issuance of the Shares: (i) the Company's authorized capital stock consists of (A) 5,550,000 shares of Common Stock, of which 5,498,539 shares are issued and 4,913,021 shares are outstanding, and (B) 30,000,000 shares of Class A Common Stock, of which 13,520,502 shares are issued and 12,275,088 shares are outstanding, Page 62 of 93 (ii) there are outstanding employee stock options to purchase an aggregate of 200,000 shares of Common Stock and 852,628 shares of Class A Common Stock, (iii) there are outstanding $19,468,000 principal amount of 7.5% Convertible Debentures due June 1, 2007 of the Company, which are convertible into 1,289,272 shares of Class A Common Stock, and (iv) the Company holds (a) 585,518 shares of Common Stock and (b) 1,245,414 shares of Class A Common Stock in its treasury. (b) Except as set forth in paragraph (a) of this Section 3.5, as of the date hereof there are no outstanding (i) shares of capital stock or other voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company, or (iii) options or other rights to acquire from the Company, or other obligation of the Company to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company (the items in clauses (i), (ii) and (iii) being referred to collectively as the "Outstanding Securities"). There are no outstanding obligations of any Intercable Group Entity to repurchase, redeem or otherwise acquire any Outstanding Securities. (c) To the knowledge of the Company, there are no voting trusts, shareholder agreements or any other agreements or understandings with respect to the voting of any shares of capital stock of the Company other than those so created by the articles of incorporation and by-laws of the Company. 3.6 Due Authorization and Validity of the Shares. The Shares have been duly authorized and, when delivered against payment therefor will be, validly issued, fully paid and non-assessable. The Shares are not subject to any preemptive or similar right, and will be delivered to Purchaser free and clear of any Lien. 3.7 The Registration Statement and the Prospectus. (a) On June 18, 1993 the Company filed with the SEC a registration statement on Form S- 3 (Registration No. 33-64602) (together with exhibits thereto, the "Registration Statement") relating to 6,000,000 shares of Class A Common Stock to be issued from time to time by the Company (the "Shelf Securities"). Page 63 of 93 (b) The Registration Statement was declared effective by the SEC on July 7, 1993. Each part of the Registration Statement, when such part became effective, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (c) No stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or threatened by the SEC. (d) The Registration Statement and the Prospectus comply in all material respects with the Securities Act. The Registration Statement and the Prospectus do not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. 3.8 Disclosure Documents. (a) The Company has delivered to the Purchaser all reports, statements, schedules and registration statements (including documents incorporated by reference therein) filed with the SEC by the Company since May 31, 1992, including the Disclosure Documents. (b) The Company has duly filed with the SEC each Disclosure Document, and each such Disclosure Document when it was filed complied in all material respects with the Exchange Act. 3.9 Finders' Fees. There is no investment banker, broker, finder or other intermediary which has been retained by or is authorized to act on behalf of any Intercable Group Entity who might be entitled to any fee or commission from the Purchaser or any Intercable Group Entity in connection with the purchase by the Purchaser of the Shares, provided that the parties hereto acknowledge that certain such fees will be payable by the Company in the event the Proposed Transaction is consummated. Page 64 of 93 ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER The Purchaser hereby represents and warrants to the Company that: 4.1 Corporate Existence. The Purchaser is a corporation duly incorporated, validly existing and in good standing under the laws of Canada and has all corporate powers and all governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted, except for those licenses, authorizations, permits, consents and approvals the absence of which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Purchaser. 4.2 Corporate Power and Authorization. The execution, delivery and performance by the Purchaser of this Agreement and the Registration Rights Agreement are within the corporate powers of the Purchaser and have been duly authorized by all necessary corporate action on the part of the Purchaser. This Agreement and the Registration Rights Agreement constitute valid and binding agreements of the Purchaser. 4.3 Governmental Authorization. Assuming the accuracy of the Company's representations and warranties contained in Section 3.3, the execution, delivery and performance by the Purchaser of this Agreement and the Registration Rights Agreement and the consummation of the transactions contemplated hereby and thereby require no action by Purchaser by or in respect of, or filing by Purchaser with, any Governmental Authority organized within Canada or any other jurisdiction where the Purchaser conducts material business, other than (a) filings required by the Exchange Act and (b) any such action or filing as to which the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Purchaser. 4.4 Non-Contravention. The execution, delivery and performance by the Purchaser of this Agreement and the Registration Rights Agreement do not (i) violate the certificate of incorporation or bylaws of Purchaser, (ii) assuming the accuracy of the Company's representations and warranties contained in Section 3.3, violate any applicable law, rule, regulation, judgment, injunction, order or decree or (iii) require any consent or other action by any Person under, or constitute a default under, any agreement or Page 65 of 93 instrument binding upon the Purchaser, except, in the case of clauses (ii) and (iii), to the extent that any such violation, failure to obtain any such consent or take such other action would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Purchaser. 4.5 Finders' Fees. There is no investment banker, broker, finder or other intermediary which has been retained by or is authorized to act on behalf of the Purchaser who might be entitled to any fee or commission from Purchaser or any Intercable Group Entity in connection with the purchase by the Purchaser of the Shares. ARTICLE 5 COVENANTS 5.1 Prospectus Supplement. The Company shall promptly file with, or transmit for filing to, the SEC the Prospectus Supplement pursuant to Rule 424 under the Securities Act. 5.2 Observer. From the date hereof until the date on which the Company or Investor announces that they are no longer pursuing the Proposed Transaction, the Company agrees that Investor shall be entitled to designate an observer to attend meetings of the Board of Directors of the Company, provided that such observer shall be excluded from such meetings at all times during which the Board of Directors is discussing or considering a transaction between the Company and Investor, or any other matter for which the attendance of such observer would not be in the best interests of the stockholders as determined by the independent directors or the Chairman of the Board. The Company shall provide such observer with the same notice of meetings of the Board of Directors as that provided to directors of the Company. 5.3 NASD Listing. The Company shall promptly take any action necessary to qualify the Shares for trading on the NASDAQ National Market System. Page 66 of 93 ARTICLE 6 MISCELLANEOUS 6.1 Notices. All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission) and shall be given, if to the Purchaser, to: Bell Canada International Inc. 1000, rue de la Gauchetiere West Bureau 1100 Montreal, Quebec Canada H3B 4Y8 Attention: Chief Financial Officer Fax: 514-392-2262 with a copy to: Bell Canada International Inc. 1000, rue de la Gauchetiere West Bureau 1100 Montreal, Quebec Canada H3B 4Y8 Attention: General Counsel Fax: 514-392-2342 if to the Company, to: Jones Intercable, Inc. 9697 East Mineral Avenue Englewood, Colorado 80112 Attention: President Fax: 303-799-4675 with a copy to: Jones Intercable, Inc. 9697 East Mineral Avenue Englewood, Colorado 80112 Attention: General Counsel Fax: 303-799-1644 All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5 p.m. in the place of receipt and such day is a business day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding business day in the place of receipt. 6.2 Amendments and Waivers. (a) Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the Page 67 of 93 case of an amendment, by each party to this Agreement, or in the case of a waiver, by the party against whom the waiver is to be effective. (b) No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. Any rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law. 6.3 Survival. The covenants, representations and warranties of the parties hereto contained in this Agreement shall survive for a period of one year after the Closing, unless otherwise agreed by the parties hereto. 6.4 Expenses. All costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense. 6.5 Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 6.6 Governing Law. This Agreement shall be governed by and construed in accordance with the law of the State of Colorado, without regard to the conflicts of law rules of such state. 6.7 Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. 6.8 Headings. The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning of interpretation of this Agreement. 6.9 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter of this Agreement. No provision of this Agreement is intended to confer upon any Person other than the parties hereto any rights or remedies hereunder. Page 68 of 93 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. BELL CANADA INTERNATIONAL INC. By: /s/ Martine Turcotte --------------------------- Title: General Counsel and Corporate Secretary JONES INTERCABLE, INC. By: /s/ Elizabeth Steele --------------------------- Title: Vice President Page 69 of 93 EX-3 4 EXHIBIT 3 CONFORMED COPY ASSIGNMENT AGREEMENT -------------------- March 25, 1994 Bell Canada International Inc. 1000, rue de la Gauchetiere West Bureau 1100 Montreal, Quebec Canada H3B 4Y8 Bell Canada International BVI III Limited c/o Bell Canada International Inc. 1000, rue de la Gauchetiere West Bureau 1100 Montreal, Quebec Canada H3B 4Y8 Jones Intercable, Inc. 9697 East Mineral Avenue Englewood, Colorado 80112 Gentlemen: Reference is made to the Investment Agreement dated March 25, 1994 (the "Agreement") between Bell Canada International Inc. (the "Purchaser") and Jones Intercable, Inc. (the "Company") pursuant to which the Company has agreed to sell and the Purchaser has agreed to purchase 2,500,000 shares of the Company's Class A Common Stock, par value $.01 per share for a purchase price of $22.00 per share. The Purchaser hereby assigns all of its rights, but not its obligations, under the Agreement to Bell Canada International BVI III Limited ("Bell BVI"), a British Virgin Islands international business corporation and a wholly- owned subsidiary of the Purchaser. Bell BVI hereby accepts from the Purchaser the assignment of Purchaser's rights under the Agreement and notifies the Company that it will purchase the Shares pursuant to the terms of the Agreement. Page 70 of 93 Bell Canada International Inc. Bell Canada International BVI III Limited Jones Intercable, Inc. 2 March 25, 1994 The Company hereby acknowledges the assignment by Purchaser to Bell BVI of Purchaser's rights, but not Purchaser's obligations, under the Agreement. Very truly yours, BELL CANADA INTERNATIONAL INC. By /s/ Martine Turcotte ---------------------------- Title: General Counsel and Corporate Secretary BELL CANADA INTERNATIONAL BVI III LIMITED By /s/ David Raworth ---------------------------- Title: President Acknowledged: JONES INTERCABLE, INC. By /s/ Elizabeth Steele ----------------------- Title: Vice President Page 71 of 93 EX-4 5 EXHIBIT 4 CONFORMED COPY REGISTRATION RIGHTS AGREEMENT AGREEMENT dated March 25, 1994 between Bell Canada International Inc., a Canadian corporation (the "Selling Shareholder"), and Jones Intercable, Inc., a Colorado corporation (the "Company"). W I T N E S E T H : - - - - - - - - - WHEREAS, on the date hereof, the Selling Shareholder purchased from the Company 2,500,000 Class A Shares (as defined below) for an aggregate purchase price of $55,000,000; and WHEREAS, the Company wishes to provide to the Selling Shareholder the rights described herein; NOW THEREFORE, the parties hereto agree as follows: ARTICLE I DEFINITIONS SECTION 1.1. Definitions. (a) The following terms, as used herein, have the following meanings: "Capital Stock" means, at any time, the Common Shares, the Class A Shares and any other shares of authorized capital stock of the Company. "Class A Shares" means the shares of Class A Common Stock, par value $0.01 per share, of the Company. "Common Shares" means the shares of Common Stock, par value $0.01 per share, of the Company. "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. "Person" means an individual, corporation, partnership, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof. Page 72 of 93 "Registrable Securities" means the 2,500,000 Class A shares purchased by the Selling Shareholder pursuant to the Investment Agreement dated the date hereof between the Selling Shareholder and the Company. "SEC" means the Securities and Exchange Commission. "Securities Act" means the Securities Act of 1933 as amended, and the rules and regulations promulgated thereunder. "Subsidiary" means, as to any Person, (i) any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are, directly or indirectly, owned or controlled by such Person, (ii) any partnership of which such Person is, directly or indirectly, a general or managing partner or (iii) any other entity that is, directly or indirectly, controlled by such Person. "Termination Time" means the date on which the Company or the Selling Shareholder announces that it is no longer pursuing the transaction contemplated by the letter agreement dated December 2, 1993 among the Company, the Selling Shareholder, Glenn R. Jones and Jones International, Ltd. "Underwriter" means a securities dealer who purchases any Registrable Securities as principal and not as part of such dealer's market-making activities. (b) Each of the following terms is defined in the Section set forth opposite such term: Term Section ---- ------- Demand Registration 2.1 Eligible Assignee 5.6 Indemnified Party 4.3 Indemnifying Party 4.3 Inspectors 3.1(g) Piggy-Back Registration 2.2 Records 3.1(g) Rule 144 5.2 Page 73 of 93 ARTICLE II REGISTRATION RIGHTS SECTION 2.1. Demand Registration. (a) At any time on or after the Termination Time, the Selling Shareholder may make a written request for registration under the Securities Act of all or part of the Registrable Securities (a "Demand Registration"), provided that the Company shall not be obligated to effect more than one Demand Registration pursuant to the provisions of this Section 2.1 in any nine-month period and provided further that the Company shall not be obligated to effect more than three Demand Registrations during the term of this Agreement. Such request will specify the aggregate number of shares of Registrable Securities proposed to be sold by the Selling Shareholder (which shall not be less than 500,000) and will also specify the intended method of disposition thereof. (b) A registration will not count as a Demand Registration until it has become effective. In addition, if more than 50% of the aggregate number of Registrable Securities requested to be registered pursuant to this Section 2.1 are excluded from the offering in accordance with Section 2.3, such offering will not count as a Demand Registration. (c) If the offering of such Registrable Securities pursuant to such Demand Registration is an underwritten offering, the Selling Shareholder shall select the book-running managing Underwriter and any additional investment bankers and managing Underwriters to be used in connection with the offering, provided that such Underwriters and investment bankers must be reasonably satisfactory to the Company. SECTION 2.2. Piggy-Back Registration. If on or after the Termination Time the Company proposes to file a registration statement under the Securities Act with respect to an offering of any shares of Capital Stock (i) for the Company's own account (other than a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the SEC)) or (ii) for the account of any of its respective securityholders, then the Company shall give written notice of such proposed filing to the Selling Shareholder as soon as practicable (but in no event less than 10 days before the anticipated filing date), and such notice shall offer the Selling Shareholder the opportunity to register such number of shares of Registrable Securities Page 74 of 93 as the Selling Shareholder may request on the same terms and conditions as the proposed offering (a "Piggy-Back Registration"). The Selling Shareholder will have five business days after receipt of any such notice to notify the Company as to whether it wishes to participate in a Piggy- Back Registration and, if so, the number of Registerable Securities proposed to be included in such offering. SECTION 2.3. Reduction of Offering. Notwithstanding anything contained herein, if the book- running managing Underwriter of an offering described in Section 2.1 or Section 2.2 states that, in its good faith judgment (i) the size of the offering that the Selling Shareholder, the Company and any other Persons intend to make or (ii) the combination of securities that the Selling Shareholder, the Company and such other Persons intend to include in such offering are such that the success of the offering is reasonably likely to be materially and adversely affected by the inclusion of the Registrable Securities, then: (a) if the size of the offering is the basis of such Underwriter's opinion, the amount of Registrable Securities to be offered for the account of the Selling Shareholder shall be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such Underwriter, provided that (x) in the case of a Demand Registration, the amount of Registrable Securities to be offered for the account of the Selling Shareholder shall be reduced only after the amount of securities to be offered for the account of the Company and any other Persons has been reduced to zero, and (y) in the case of a Piggy-Back Registration, if securities are being offered for the account of Persons other than the Company, then the proportion by which the aggregate amount of such Registrable Securities intended to be offered for the account of the Selling Shareholder is reduced shall not exceed the proportion by which the amount of such securities intended to be offered for the account of such other Persons is reduced; and (b) if the combination of securities to be offered is the basis of such Underwriter's opinion, the Registrable Securities to be included in such offering shall be reduced as described in clause (a) above, except that in the case of a Piggy-Back Registration, if the actions described in sub- clause (y) of the proviso in such clause (a) would, in the judgment of the managing Underwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would Page 75 of 93 have on such offering, such Registrable Securities will be excluded from such offering. SECTION 2.4. Registration Expenses. In connection with any Demand Registration or Piggy-Back Registration, the Company shall pay the following expenses incurred in connection with such registration: (i) all SEC, stock exchange and National Association of Securities Dealers, Inc. registration and filing fees, (ii) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel in connection with blue sky qualifications of the Registrable Securities), (iii) printing expenses, (iv) fees and expenses incurred in connection with the listing of the Registrable Securities on the NASDAQ National Market System (or, if no shares of Capital Stock are listed for trading on such system, such other principal exchange or market where shares of Capital Stock are listed or otherwise admitted for trading), (v) fees and expenses of counsel and independent certified public accountants for the Company (including fees and expenses associated with the delivery of special audits or comfort letters), (vi) the reasonable fees and expenses of any additional experts retained by the Company in connection with such registration and (vii) internal expenses of the Company (including salaries and expenses of officers and employees). The Selling Shareholder shall pay any underwriting fees, discounts or commissions attributable to the sale of Registrable Securities. ARTICLE III REGISTRATION PROCEDURES SECTION 3.1. Filings; Information. Whenever the Selling Shareholder requests that any Registrable Securities be registered pursuant to Article II hereof, the Company will use its reasonable efforts to effect the registration and sale of such Registrable Securities in accordance with the requested method of disposition thereof as promptly as reasonably practicable, and in connection with any such request: (a) The Company will as expeditiously as possible prepare and file with the SEC a registration statement on any form for which the Company then qualifies and which counsel for the Company shall deem appropriate and available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and Page 76 of 93 use its reasonable efforts to cause such filed registration statement to become and remain effective for a period of not more than six months (or such shorter period which will terminate when all Registrable Securities covered by such registration statement have been sold (but not before the expiration of the period referred to in Section 4(3) of the Securities Act and Rule 174 thereunder, if applicable)) after the date of the original filing or such other period as is necessary to comply with the provisions of the Securities Act, provided that if the Company shall furnish to the Selling Shareholder a certificate signed by the Company's Chairman, President or any Vice-President stating that in his good faith judgment it would be detrimental or otherwise disadvantageous to the Company or its shareholders for such a registration statement to be filed as expeditiously as possible, the Company shall have a period of not more than 180 days within which to file such registration statement measured from the date of the Company's receipt of the Selling Shareholder's request for registration in accordance with Section 2.1. (b) The Company will, if requested, prior to filing such registration statement or any amendment or supplement thereto, furnish to the Selling Shareholder and each applicable managing Underwriter, if any, copies thereof, and thereafter furnish to the Selling Shareholder and each such Underwriter, if any, such number of copies of such registration statement, amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein) and the prospectus included in such registration statement (including each preliminary prospectus) as the Selling Shareholder or each such Underwriter may reasonably request in order to facilitate the sale of the Registrable Securities. (c) After the filing of the registration statement, the Company will promptly notify the Selling Shareholder of any stop order issued or, to the Company's knowledge, threatened to be issued by the SEC and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered. (d) The Company will use reasonable efforts to register or otherwise qualify the Registrable Securities for offer and sale under such other securities or blue sky laws of such jurisdictions in the United States as the Selling Shareholder reasonably Page 77 of 93 requests, and to do any and all other acts and things that may be necessary or advisable to consummate the requested disposition of the Registrable Securities, provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (d), (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction. (e) The Company will as promptly as practicable notify the Selling Shareholder, at any time when a prospectus relating to the sale of the Registrable Securities is required by law to be delivered in connection with sales by an Underwriter or dealer, of the occurrence of any event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and promptly make available to the Selling Shareholder and to the Underwriters any such supplement or amendment. The Selling Shareholder agrees that, upon receipt of any notice from the Company of the occurrence of any event of the kind described in the preceding sentence, the Selling Shareholder will forthwith discontinue the offer and sale of Registrable Securities pursuant to the registration statement covering such Registrable Securities until receipt by the Selling Shareholder and the Underwriters of the copies of such supplemented or amended prospectus. In the event the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective as provided in Section 3.1(a) hereof by the number of days during the period from and including the date of the giving of such notice to the date when the Company shall make available to the Selling Shareholder such supplemented or amended prospectus. (f) The Company will enter into customary agreements (including an underwriting agreement having representations and closing documents consistent with underwriting agreements heretofore entered into by the Company) and take such other actions as are reasonably Page 78 of 93 required in order to expedite or facilitate the sale of such Registrable Securities. (g) The Company will make available for inspection by the Selling Shareholder, any Underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other professional retained by the Selling Shareholder or Underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement. Records which the Company determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless (i) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in such registration statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction. The Selling Shareholder agrees that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential. (h) The Company will furnish to the Selling Shareholder and each Underwriter a signed counterpart, addressed to the Selling Shareholder or such Underwriter, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company's independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as the Selling Shareholder or the managing Underwriter reasonably requests. (i) The Company will otherwise use its reasonable efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after the effective date Page 79 of 93 of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the SEC thereunder. (j) The Company will use its reasonable efforts to cause all such Registrable Securities to be listed on each securities exchange or trading system on which similar securities issued by the Company are then listed. The Company may require the Selling Shareholder to furnish in writing to the Company such information regarding the Selling Shareholder, the plan of distribution of the Registrable Securities and other information as the Company may from time to time reasonably request or as may be legally required in connection with such registration. ARTICLE IV INDEMNIFICATION AND CONTRIBUTION SECTION 4.1. Indemnification by the Company. The Company agrees to indemnify and hold harmless, to the extent permitted by law, the Selling Shareholder, its officers and directors, and each Person, if any, who controls the Selling Shareholder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to the Registrable Securities (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any preliminary prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by (i) any such untrue statement or omission or alleged untrue statement or omission based upon information furnished in writing to the Company by or on behalf of the Selling Shareholder expressly for use therein or (ii) the Selling Shareholder's failure to comply with a prospectus delivery requirement imposed on it under applicable law, if any, including any failure to deliver, after delivery of a preliminary prospectus, a prospectus containing corrected, modified or amended disclosure with respect to any material fact. The Company also agrees to indemnify any Underwriters of the Registrable Securities, Page 80 of 93 their officers and directors and each person who controls such Underwriters on substantially the same basis as that of the indemnification of the Selling Shareholder provided in this Section 4.1. SECTION 4.2. Indemnification by the Selling Shareholder. The Selling Shareholder agrees to indemnify and hold harmless the Company, its officers and directors, and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to the Selling Shareholder, but only with reference to information relating to the Selling Shareholder or the plan of distribution furnished in writing by or on behalf of the Selling Shareholder expressly for use in any registration statement or prospectus relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus. The Selling Shareholder also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities, their officers and directors and each Person who controls such Underwriters on substantially the same basis as that of the indemnification of the Company provided in this Section 4.2. SECTION 4.3. Conduct of Indemnification Proceedings. In case any proceeding (including any governmental investigation) shall be instituted involving any Person in respect of which indemnity may be sought pursuant to Section 4.1 or Section 4.2, such Person (the "Indemnified Party") shall promptly notify the Person against whom such indemnity may be sought (the "Indemnifying Party") in writing and the Indemnifying Party, upon the request of the Indemnified Party, shall assume the defense of such proceeding and retain counsel reasonably satisfactory to such Indemnified Party to represent such Indemnified Party and any others the Indemnifying Party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party Page 81 of 93 shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such reasonable fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by the Indemnified Parties and shall be reasonably satisfactory to the Indemnifying Party. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its prior written consent, but if settled with such consent, or if there be a final judgment for the plaintiff, the Indemnifying Party shall indemnify and hold harmless such Indemnified Parties from and against any loss or liability (to the extent stated above) by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Party shall have requested an Indemnifying Party to reimburse the Indemnified Party for fees and expenses of counsel as contemplated by the third sentence of this paragraph, the Indemnifying Party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 business days after receipt by such Indemnifying Party of the aforesaid request and (ii) such Indemnifying Party shall not have reimbursed the Indemnified Party in accordance with such request prior to the date of such settlement. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability arising out of such proceeding. SECTION 4.4. Contribution. (a) If the indemnification provided for in this Article IV is unavailable to the Indemnified Parties in respect of any losses, claims, damages or liabilities referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages or liabilities (i) as between the Company and the Selling Shareholder on the one hand and the Underwriters on the other, in such proportion as is appropriate to reflect the relative benefits received by the Company and the Selling Shareholder on the one hand and the Underwriters on the other from the offering of the Registrable Securities, or if such allocation is not Page 82 of 93 permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits but also the relative fault of the Company and the Selling Shareholder on the one hand and of the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations and (ii) as between the Company on the one hand and the Selling Shareholder on the other, in such proportion as is appropriate to reflect the relative fault of the Company and of the Selling Shareholder in connection with such statements or omissions, as well as any other relevant equitable considerations. (b) The relative benefits received by the Company and the Selling Shareholder on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total proceeds from the offering (net of underwriting discounts and commissions but before deducting expenses) received by the Company and the Selling Shareholder bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the prospectus. The relative fault of the Company and the Selling Shareholder on the one hand and of the Underwriters on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company and the Selling Shareholder or by the Underwriters. The relative fault of the Company on the one hand and of the Selling Shareholder on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. (c) The Company and the Selling Shareholder agree that it would not be just and equitable if contribution pursuant to this Section 4.4 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an Indemnified Party as a result of the losses, claims, damages or liabilities referred to in the immediately preceding Page 83 of 93 paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Article IV, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission, and the Selling Shareholder shall not be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities were offered to the public exceeds the amount of any damages which the Selling Shareholder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. ARTICLE V MISCELLANEOUS 5.1. Participation in Underwritten Registrations. The Selling Shareholder may not participate in any underwritten registered offering pursuant to a Piggy-Back Registration unless it (a) agrees to sell its securities on the basis provided in any underwriting arrangements approved by the Person entitled to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and this Agreement. 5.2. Rule 144. The Company covenants that it will file any reports required to be filed by it under the Securities Act and the Exchange Act and that it will take such further action as the Selling Shareholder may reasonably request to the extent required from time to time to enable it to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC ("Rule 144"). Upon the request of the Selling Shareholder, Page 84 of 93 the Company will deliver to it a written statement as to whether it has complied with such reporting requirements. 5.3. Restrictions on Public Sale by the Selling Shareholder. To the extent not inconsistent with applicable law, if any Registrable Securities are included in a Demand Registration or a Piggy-Back Registration, the Selling Shareholder will agree not to effect any public sale or distribution of the issue being registered or a similar security of the Company, or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144, during the 14 days prior to, and during the 90-day period beginning on, the effective date of such registration statement (except as part of such registration), if and to the extent requested by the managing Underwriter or Underwriters in the case of an underwritten offering. 5.4. Restrictions on Public Sale by the Company. The Company agrees, if and to the extent requested by the managing Underwriter or Underwriters in the case of an underwritten offering, not to effect any public sale or distribution of any securities similar to those being registered in accordance with a Demand Registration or a Piggy-Back Registration, or any securities convertible into or exchangeable or exercisable for such securities, during the 14 days prior to, and during the 90-day period beginning on, the effective date of any registration statement (except as part of such registration as permitted by Article II) or the commencement of a public distribution of Registrable Securities. 5.5. Notices. All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission) and shall be given, if to the Selling Shareholder, to: Bell Canada International Inc. 1000, rue de la Gauchetiere West Bureau 1100 Montreal, Quebec Canada H3B 4Y8 Attention: Chief Financial Officer Fax: 514-392-2262 Page 85 of 93 with a copy to: Bell Canada International Inc. 1000, rue de la Gauchetiere West Bureau 1100 Montreal, Quebec Canada H3B 4Y8 Attention: General Counsel Fax: 514-392-2342 if to the Company, to: Jones Intercable, Inc. 9697 East Mineral Avenue Englewood, Colorado 80112 Attention: President Fax: 303-799-4675 with a copy to: Jones Intercable, Inc. 9697 East Mineral Avenue Englewood, Colorado 80112 Attention: General Counsel Fax: 303-799-1644 All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5 p.m. in the place of receipt and such day is a business day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding business day in the place of receipt. 5.6. Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, and to the extent applicable heirs, executors, administrators and legal representatives. (b) Neither the Company nor the Selling Shareholder may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other parties hereto, provided that the Selling Shareholder may assign its rights, but not its obligations, to any entity which, at the time of such assignment is, and thereafter during the term of this Agreement remains, controlled, directly or indirectly, by Bell Canada International Inc. and that has not issued debt or equity interests to, nor invested in or lent money to, Persons primarily engaged in the cable television, telecommunications or educational programming businesses Page 86 of 93 other than the Company or any of its Subsidiaries (an "Eligible Assignee"). (c) In the event of an assignment to an Eligible Assignee pursuant to this Section 5.6, such Eligible Assignee agrees that neither it nor its Subsidiaries will issue debt or equity interests to, nor invest in or lend money to, Persons primarily engaged in the cable television, telecommunications or educational programming businesses other than the Company or its Subsidiaries. 5.7. Specific Performance. Each party hereto agrees that each party hereto could be irreparably damaged if any party failed to perform any obligation under this Agreement, and that such party would not have an adequate remedy at law for money damages in such event. Accordingly, each party hereto shall be entitled to specific performance and injunctive and other equitable relief to enforce the performance of this Agreement. This provision is without prejudice to any other rights that such party may have against any party for any failure by such party to perform its obligations under this Agreement. 5.8. Amendments and Waivers. (a) Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement, or in the case of a waiver, by the party against whom the waiver is to be effective. (b) No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law. 5.9. Governing Law. This Agreement shall be construed in accordance with and governed by the law of the State of Colorado, without regard to the conflicts of law rules of such state. 5.10. Counterparts; Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instru- ment. This Agreement shall become effective when each party Page 87 of 93 hereto shall have received counterparts hereof signed by all of the other parties hereto. 5.11. Headings. The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning of interpretation of this Agreement. 5.12. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter of this Agreement. 5.13. Separability. In case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 5.14 Termination. The registration rights granted under this Agreement will terminate on the sixth anniversary of the date hereof. Page 88 of 93 IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set forth above. BELL CANADA INTERNATIONAL INC. By /s/ Martine Turcotte --------------------------- Title: General Counsel and Corporate Secretary JONES INTERCABLE, INC. By /s/ Elizabeth Steele --------------------------- Title: Vice President Page 89 of 93 EX-5 6 EXHIBIT 5 BELL CANADA INTERNATIONAL NEWS RELEASE March 28, 1994 BCI PURCHASES 13 PER CENT OF JONES INTERCABLE TRANSACTION TERMS MODIFIED SLIGHTLY MONTREAL -- Bell Canada International Inc. (BCI) and Jones Intercable, Inc. of Englewood, Colorado today announced that, as a result of recent Federal Communications Commission pronouncements, they are modifying the financial terms of the proposed strategic alliance announced in December 1993. As a result, BCI is acquiring immediately a 13 per cent interest in Jones Intercable, and expects to hold a total of 30 per cent by midsummer. BCI maintains its commitment to invest US $400 million in Jones Intercable, but the financial terms are modified as follows: bullet The initial investment of $261 million will be made in two installments. BCI will immediately purchase 2.5 million newly issued Class A shares of Jones Intercable Page 90 of 93 at $22 per share, giving BCI a 13 percent share in Jones Intercable. When the BCI/Jones Intercable transaction closes, BCI will purchase sufficient additional Class A shares, at $27.50 per share, to achieve a 30 per cent interest in Jones Intercable. bullet BCI will commit an additional $139 million in order to finance the growth of Jones Intercable and to maintain its interest at 30 per cent. bullet BCI will purchase an option worth $52 million from Jones International and Glenn Jones, chairman and chief executive officer of Jones Intercable, to acquire a controlling interest in Jones Intercable. Originally, BCI was to purchase all the Class A shares needed for a 30 percent interest in one installment, when the transaction closed. Also, BCI's original commitment to finance growth was $125 million, and the value of the option was $55 million. BCI's investment today of $55 million allows the companies to begin their business and growth strategies for Jones Intercable in advance of the formal completion of their strategic alliance. The companies expect to complete definitive agreements for the overall alliance by mid-April. Page 91 of 93 Closing of the transaction is expected by midsummer, subject to certain conditions including acquisition by Jones Intercable of the assets of Jones Spacelink, Ltd. Derek H. Burney, chairman and chief executive officer of BCI, stated that, "We are pleased to be moving forward with our strategic alliance with Jones Intercable. Our investment today will support Jones Intercable's aggressive growth strategy and will lay the foundation for the balance of our announced transaction". Glenn R. Jones, chairman and chief executive officer of Jones Intercable, stated, "In spite of regulatory confusion, we are still committed to proceeding towards our alliance with Bell Canada International. Their investment in us today is a clear indication that the fundamental principles on which our companies originally agreed to collaborate remain intact." Bell Canada International Inc. is responsible for the international telecommunications investments and telecommunications consulting services for its parent company, BCE Inc., Canada's largest telecommunications company. Page 92 of 93 Jones Intercable, Inc., is one of the largest cable television operators in the United States. It is also the world's largest cable television management company, managing cable operations for publicly held entities. It manages cable operations in 20 states and three countries. For information: Daniel E. Somers Patrick J. Lombardi Bell Canada International Inc. Jones Financial Group, Inc. (514) 392-2260 (303) 792-3111 Page 93 of 93 -----END PRIVACY-ENHANCED MESSAGE-----