338 Cable One TV FranchiseRESOLUTION NO. ~
RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF
MERIDIAN, IDAHO, APPROVING THE TRANSFER OF THE CABLE TELEVISION
FRANCHISE
WHEREAS, United Cable Television Corporation ("United") owns, operates and
maintains a cable television system (the "System") in the City of Meridian, Idaho (the "Franchise
Authority"), pursuant to a cable franchise (the "Franchise"), and United is the duly authorized
holder of the Franchise;
WHEREAS, United, various affiliates of AT&T Corp. and Cable One, Inc. ("Cable One")
are parties to an Asset Exchange Agreement dated as of August 3, 2000 (the "Exchange
Agreement"), that provides for the transfer of the System and the Franchise from United to Cable
One (the "Transfer") at the closing of the transaction contemplated by the Exchange Agreement
(the "Closing"); and
WHEREAS, United and Cable One have requested consent by the Franchise Authority to
the Transfer in accordance with the requirements of the Franchise and have filed an FCC Form
394 with the Franchise Authority; and
WHEREAS, the Franchise Authority has investigated the qualifications of Cable One and
finds it to be a suitable transferee.
NOW, THEREFORE, BE IT RESOLVED BY THE FRANCHISE AUTHORITY
AS FOLLOWS:
SECTION 1. The Franchise Authority hereby consents to and approves, subject to
applicable law, the assignment by United of its right, title and interest in the Franchise to Cable
One, and the assumption by Cable One of the obligations of United under the Franchise which
arise from events or circumstances occurring from and after the Closing.
SECTION 2. The Franchise Authority confirms that: (a) the Franchise is currently in full
force and effect and expires on July 10, 2011; (b) United is materially in compliance with the
provisions of the Franchise; and (c) there exists no fact or circumstance known to the Franchise
Authority which constitutes or which, with the passage of time or the giving of notice or both,
would constitute a material default or breach under the Franchise or would allow the Franchise
Authority to cancel or terminate the rights thereunder, except upon the expiration of the full term
of the Franchise.
SECTION 3. This Resolution shall be deemed effective for purposes of the Transfer
upon the Closing.
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PASSED, ADOPTED AND APPROVED
ATTEST:
I, the undersigned, being the duly appointed, qualified and acting Clerk of the City of Meridian,
Idaho, hereby certify that the foregoing Resolution No. ~'.,~ is a true, correct and accurate
copy as duly and lawfully passed and adopted by the governing body of the City on the f_~ay of
~~' -.~ ,2000. .
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