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ON MOTION by Commissioner Eggert, SECONDED BY <br />Commissioner Ginn, the Board unanimously adopted Resolution <br />No. 98-57 consenting to transfer of minority ownership in the <br />parent company of Falcon Cable Media. <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 />May 12, 1998 <br />17 <br />