RES040201B - Cable Television Franchise

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RESOLUTION NO. ~ RESOLUTION OF THE CITY OF UNIVERSITY CITY APPROVING THE TRANSFER OF THE CABLE TELEVISION FRANCHISE WHEREAS, TCI Cable Partners of St. Louis, L.P. ("Franchisee") owns, operates and maintains a cable television system (the "System") in the City of University City (the "Franchise Authority"), pursuant to a cable franchise (the "Franchise") as set forth in Ordinance No. 5272 dated January 5, 1981, and Franchisee is the duly authorized holder of the Franchise; WHEREAS, Franchisee and Charter Communications Entertainment I, L.L.C. CTransferee'), a subsidiary of Charter Communications, Inc., are parties to an Asset Purchase Agreement dated as of February 26, 2001 (the "Agreement"), that provides for the transfer of the System and the Franchise from Franchisee to Transferee (the "Transfer") at the consummation of the transactions contemplated by the Agreement (the "Closing"); WHEREAS, Franchisee and Transferee 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 duly conducted a thorough review and investigation into the legal, technical and financial qualifications of Transferee to own and operate a cable system in light of above referenced FCC Form 394; WHEREAS, following review and investigation, the Franchise Authority has concluded that the Transferee has established and meets the legal, technical and financial criteria to operate the System and has satisfied all criteria set forth under all applicable or required municipal or federal documents, laws and regulations, including FCC Form 394. NOW THEREFORE BE IT RESOLVED BY THE FRANCHISE AUTHORITY AS FOLLOWS: SECTION 1. The Franchise Authority hereby consents to and approves, in accordance with the Transfer, the transfer of the System and the Franchise to Transferee, and the assumption by Transferee of the obligations of Franchisee 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 valid, outstanding, in full force and effect and expires on June 23, 2001; (b) the Franchise was properly granted or transferred to the Franchisee; (c) Franchisee is materially in compliance with the provisions of the Franchise; and (d) there are no defaults under the Franchise, or events which, with the giving of notice or passage of time, or both, could constitute events of default thereunder. or would allow the Franchise Authority to cancel, or terminate the rights thereunder, except upon the expiration of the full term of the Franchise.