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STATE OF HAWAl'IAPPLICATION FOR RENEWALOF CABLE TELEVISION FRANCHISEI.IntroductionIn accordance with the State of Hawai' i's Hawai' i Administrative Rules ("HAR")(esp. § 16-133-9 and §16-133-28 and 29), an applicant for a renewed cabletelevision franchise is required to submit an application, in a form designated bythe Director of the Department of Commerce and Consumer Affairs ("DCCA").This Application represents that form, with respect to the April 24, 2014 notice ofintent for franchise renewal by Oceanic Time Warner Cable LLC ("Oceanic") forthe Kauai County franchise. Submission of the completed Application, and itsacceptance by DCCA, are necessary State conditions for the requested renewal.However, the application process outlined in HAR does not relieve Oceanic of itsobligations, or prejudice any of Oceanic's rights, under the renewal provisions of§626 of the federal Cable Communications Policy Act of 1984 as revised, norother applicable law and regulation. In particular, the completed Application doesnot constitute a "renewal proposal" for the purposes of the formal renewalprocedures described in the Cable Act. Acceptance of the Application by DCCAdoes not confer any franchise right, nor constitute agreement in whole or in partregarding any franchise provision. DCCA's acceptance is intended only as anacknowledgement of the substantial completeness of the Application and theinformation it contains, along with acknowledgement that Oceanic has fulfilled anecessary State condition for obtaining a renewal franchise as requested. Uponacceptance of the Application, it is DCCA's intention to draft a proposedfranchise, incorporating provisions reflecting community needs and interests, andcomments from the public hearing on the renewal application, to serve as thebasis of negotiations aimed at establishing a mutually agreeable franchisedocument.[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

Application for Renewal of Cable FranchiseApplicant's Name: Oceanic Time Warner Cable LLCDate of Application: December 16, 2016II.General InformationA.Provide a summary of the application for renewal.Response: For nearly fifteen years, Oceanic has provided high-qualityand innovative cable television and other services 1 to the residents ofKauai while making significant investments in its Kauai system.On December 17, 2015, DCCA approved Charter Communications, lnc.'s("Charter") and Oceanic's former corporate parent, Time Warner Cablelnc.'s ("TWC"), joint application for the transfer of control of all ofOceanic's franchises in the State of Hawai' i, including the Kauai franchise.See Decision and Order No. 366, issued on December 17, 2015 ("D&O366"). Today, as a wholly-owned, indirect subsidiary of Charter, Oceanicoffers over 500 analog and digital video and music channels, andcontinues to provide local residents with innovative cable television, video,data, voice and other services through one of the most technologicallyadvanced systems in the industry. From delivering reliable and innovativeservices, to employing the latest in high definition ("HD") technology tobring local sports and other locally-produced programs directly tosubscribers' homes, Oceanic - through its over 1,300 employeesstatewide - has developed a solid record of stability, performance andcommitment to the residents of Kauai and the entire state.Oceanic, by leveraging the synergies of the Charter merger with TWC andBright House Networks ("BHN"), looks forward to continuing and buildingupon its tradition of providing dependable, high-quality and innovativecable television services to the residents of Kauai though a franchise thatbalances the interests of stakeholders with the flexibility to deploy andmanage technology and resources in the best, long-term interest of allsubscribers on Kauai. Among other features, Oceanic's applicationproposes to provide public, educational and governmental ("PEG") access1Certain of the subjects and benefits discussed in this Application pertain to non-jurisdictional productsand services. While Oceanic lawfully provides services other than cable over its system, DCCA does notregulate the various other services offered by Oceanic and referenced in this Application, such asOceanic's high speed data, phone, and Wi-Fi services. Oceanic discusses them in this Application asexamples of the types of innovative services that Oceanic has and will continue to provide to theresidents of Kauai. Oceanic respectfully reserves all rights relating to the inclusion of or reference to suchinformation, including without limitation Oceanic's legal and equitable rights relating to jurisdiction, filing,disclosure, relevancy, due process, review, and appeal. The inclusion of or reference to non-jurisdictionalinformation may not be construed as a waiver of any rights or objections otherwise available to Oceanic inthis or any other proceeding, and may not be deemed an admission of relevancy, materiality, oradmissibility generally or with specific regard to the DCCA's actual public interest standard underapplicable law.2

Application for Renewal of Cable FranchiseApplicant's Name: Oceanic Time Warner Cable LLCDate of Application: December 16, 2016channel capacity, contribute to Kauai's PEG capital expenditures in anamount that accounts for the dramatic changes in the way individualscreate and distribute their own video programming, and discuss withDCCA commercially reasonable terms regarding the continuedmaintenance of, use of, and signal transport on, Oceanic's institutionalnetwork ("I-Net").8.AuthorizationState the names, addresses, and occupations of all persons who areauthorized to represent or act on behalf of Applicant in those matterspertaining to the Application. For each person so authorized, Applicantshall state the limits, if any, of the Authority of the individual to makerepresentatives or act on behalf of Applicant with respect to matterspertaining to the application. The requirement to make such disclosureshall continue until the State shall have accepted or rejected Applicant'sapplication or until Applicant withdraws its application.Response: Oceanic has authorized legal counsel and the followingemployees to represent or act on its behalf in those matters pertaining tothis Application:Yamamoto Caliboso LLLC 1099 Alakea Street, Suite 2100Honolulu, HI 96813The following Oceanic officer is fully authorized to act on behalf ofOceanic:Regional Vice President200 Akamainui StreetMililani, HI 96789Gregg FujimotoC.History and experienceProvide a narrative account of Applicant's history and experience in theoperation of the Kauai County Franchises.Response:Oceanic's roots in Hawai' i can be traced back to thedevelopment of housing in central Oahu in the late 1960s. Castle &Cooke's Oceanic Properties constructed a 12-channel cable system forresidents of Mililani. This cable system, Oceanic Cablevision, eventuallybecame a separate business entity operating the Mililani cable system andthe Rainbow TV cable system, which served portions of Manoa and3

Application for Renewal of Cable FranchiseApplicant's Name: Oceanic Time Warner Cable LLCDate of Application: December 16, 2016Nuuanu onCompany.alease-back arrangementwithHawaiianTelephoneIn light of the FCC requirement that telephone companies divest theirinterests from the cable business, the State of Hawar i enacted a lawenabling cable operators to use public-rights-of-ways to install their cableplants. The State Department of Regulatory Affairs (now known as theDepartment of Commerce and Consumer Affairs) then divided the islandsof Hawai' i into franchise areas. These areas were awarded to individualcable operators based on the merits of the services they proposed to offerin the areas their respective cable systems would ultimately serve.Oceanic Cablevision was awarded a franchise granting it authority toprovide cable service throughout most of metropolitan Honolulu, the entireCentral Oahu area, and the North Shore between Kaena Point andKahuku.Oceanic Cablevision was one of the nation's first "urban build" systems toprovide cable-exclusive programming in addition to broadcast stations inorder to produce a marketable product. Even though customers in areassuch as the North Shore and the deeper reaches of Manoa and Nuuanuvalleys on Oahu would often subscribe to cable television for improvedreception, most residents in the populated areas of Oceanic Cablevision'sservice area were looking for more than just better broadcast receptionand welcomed Oceanic Cablevision's expanded services.Oceanic Cablevision's planning, innovation and engineering during the1970s established the vision and foundation for Oceanic's system thatexists today. Currently, Oceanic serves not only the original franchisearea awarded to Oceanic Cablevision in the late 1960s, but has grown toinclude the entire state of Hawar i.Oceanic's presence on Kauai dates back to 2002, when the DCCAapproved Oceanic's predecessor-in-interest, Time Warner EntertainmentCompany, L.P.'s ("TWE") application for the transfer and amendment ofthe cable franchises held by G Force. 2 G Force provided cable televisionservice to the residents of Kauai through Garden Isle Cablevision andKauai Cablevision, which were two separate cable systems with separateheadends. The G Force systems provided approximately 65 analogchannels to Kauai residents.2Decision and Order No. 291 (July 12, 2002).4

Application for Renewal of Cable FranchiseApplicant's Name: Oceanic Time Warner Cable LLCDate of Application: December 16, 2016Following the transfer of the franchises, Oceanic embarked on acomprehensive program to consolidate, expand and upgrade the former GForce systems, including consolidating the two systems and installing oneprincipal headend, upgrading the system to a minimum bandwidth of 750MHz (without passing on those costs to subscribers), and providingextensive and quality programming to residents, including digitalprogramming. On April 20, 2005, DCCA acknowledged that Oceaniccompleted the 750 MHz upgrade for its Kauai system, enabling access todigital and other services. 3 Since then, Oceanic has continually upgradedits Kauai system such that residents on Kauai now enjoy a system thatprovides a wide array of modern services available to other subscribersstatewide.Today, the current activated capacity of the Kauai system is 870 MHz,with much of the system upgraded to support 1 GHz, and Oceanicprovides over 500 digital and analog channels of programming from avariety of sources (local broadcast stations, studio origination, satellite andother video sources). Oceanic's system includes a network of coaxialhard lines and optical fiber.Oceanic has also provided digitalprogramming services to Kauai residents since 2002. Oceanic currentlypasses over 38,000 homes on Kauai.Through these investments and upgrades, Oceanic's subscribers currentlyhave access to an expansive array of cable services and other advancedservices that were not previously available to Kauai residents, includingdigital phone service. By standardizing system capacity throughout itsfranchise areas in Hawai' i, including on Kauai, Oceanic has strived tobring service parity to all of its subscribers in the state.Oceanic has also taken its obligation to be a good corporate citizen veryseriously.Over the course of its history in Hawai' i, Oceanic hassupported many non-profit entities in the state with substantial donationsand has participated in numerous community and charitable events.Oceanic is an integral part of the Kauai community and the largerstatewide community.Oceanic's history of both service and commitment to the residents ofKauai amply demonstrates that Oceanic has not only been a goodcorporate citizen, but has also been an industry-leading, innovativeprovider of cable communications services to its subscribers on Kauai andthroughout the state.3See Decision and Order No. 319, at 3 (April 20, 2005).5