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w , <br /> RESOLUTION NO. 98-57 <br /> Resolution Of Indian River,FL Consenting To A Transfer Of Minority Ownership In the <br /> Parent Company of Falcon Cable Media <br /> WHEREAS,Falcon Cable Media("Falcon")is duly authorized to operate and maintain a cable <br /> communications system(the"System")in Indian River("Franchise Authority")pursuant to a <br /> franchise(the"Franchise") granted by the Franchise Authority;and, <br /> WHEREAS,Falcon Holding Group,L.P. ("FHGLP"),the current managing general partner of <br /> Falcon,and affiliates of Tele-Communications,Inc.("TCI")have formed a limited partnership,called <br /> Falcon Communications,L.P.(the"Falcon/TCI Partnership"),which will be the ultimate parent <br /> company of Falcon;and, <br /> WHEREAS,FHGLP and TCI have entered into a Contribution and Purchase Agreement dated <br /> December 30, 1997(the"Contribution Agreement"),pursuant to which TCI has agreed to transfer the <br /> assets of certain of its cable systems to the Falcon/TCI Partnership;and, <br /> WHEREAS,upon the consummation of the transactions contemplated under the Contribution <br /> Agreement(the"Closing Date"),FHGLP will have approximately a 53%ownership interest in,and <br /> will control and manage the day-to-day operations of the Falcon/TCI Partnership,and the TCI <br /> affiliates will have approximately a 47%ownership interest in the Falcon/TCI Partnership;and, <br /> WHEREAS,a completed FCC Form 394 has been filed with the Franchise Authority;and, <br /> WHEREAS,the parties have requested consent by the Franchise Authority to the Falcon/TCI <br /> Partnership,to the extent that such consent is required under the Franchise,and in accordance with <br /> the requirements of the Franchise. <br /> NOW,THEREFORE,BE IT RESOLVED AS FOLLOWS: <br /> 1. The Franchise Authority hereby consents to the Falcon/TCI Partnership transaction,to the extent <br /> that such consent is required by the terms of the Franchise and applicable law,and consents to the <br /> assumption by the Falcon/TCI Partnership of the obligations under Falcon's Franchise,subject to <br /> applicable law. <br /> 2. The Franchise Authority hereby consents to the assignment,mortgage,pledge or other <br /> encumbrance,if any,of the Franchise,System or assets relating thereto,or of the interests in the <br /> permitted holder thereof,as collateral for a loan,provided,however,that no legal transfer of a <br /> controlling interest in the System or its assets shall take place without prior consent of the <br /> Franchise Authority,consistent with applicable law. <br />