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RESOLUTION NO. 9 9 - 0 5 RESOLUTION OF THE COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA, APPROVING THE TRANSFER OF THE CABLE COMMUNICATIONS FRANCHISE WHEREAS, TCI OF NORTHERN NEW JERSEY, INC. ("Franchisee") is the duly authorized holder of a franchise, as amended to date, authorizing Franchisee to serve the County of Indian River, Florida ("the Franchise") and to operate and maintain a cable television system ("System"); and WHEREAS, MEDIAONE ACQUISITIONS OF NORTHERN ILLINOIS, INC. ("MediaOne"), Franchisee and certain affiliates of MediaOne and Franchisee have entered into an Asset Exchange Agreement dated October 9, 1998 (the "Agreement"), whereby Franchisee has agreed to transfer to MediaOne or another direct or indirect subsidiary of MediaOne Group, Inc. (a "MediaOne Affiliate") the assets of the System, including all right, title and interest of Franchisee in the Franchise, subject to any required approval of the local franchise authority with respect thereto (the transactions contemplated by the Agreement are referred to as the "Transactions"); and WHEREAS, MediaOne or a MediaOne Affiliate may, after the Transactions, assign or transfer the Franchise to another MediaOne Affiliate; and WHEREAS, to the extent the Franchise requires, MediaOne and Franchisee now seek approval of the Transactions and have filed an FCC Form 394 with the County of Indian River, Florida (the "Franchise Authority"); and WHEREAS, the Franchise Authority has investigated the qualifications of the transferees and finds them to be suitable transferees; NOW, THEREFORE, BE IT RESOLVED BY THE FRANCHISE AUTHORITY AS FOLLOWS: Section 1. The Franchise Authority hereby consents to and approves the Transactions, to the extent that such consent is required by the terms of the Franchise or applicable law. Section 2. MediaOne, or such MediaOne Affiliate, hereby accepts the obligations of Franchisee under the Franchise, subject to applicable law, which accrue from and after the date of consummation of the Transactions. Section 3. The Franchise Authority confirms that (a) the Franchise was properly granted or transferred to Franchisee, (b) the Franchise is currently in full force and effect and will expire on May 28, 2010, subject to options in the Franchise, if any, to extend such term, (c) the Franchise supersedes all other agreements between the parties, (d) the Franchise represents the entire understanding of the parties and Franchisee has no obligations to the Franchise Authority other than those specifically stated in the Franchise, and (e) Franchisee is materially in compliance with the provisions of the Franchise and 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.