WHEREAS, CoxCom, Inc. ("Cox") currently holds a cable
television franchise (the "Franchise") pursuant to
Ordinance
No. 4-94 (adopted February 16, 1994) and Ordinance No. 24-
94
(adopted August 17, 1994) authorizing it to conduct, own
and
operate a cable television system (the "System") in the
Village of Granville, Ohio (the "Village"); and
WHEREAS, Cox and FrontierVision Operating Partners,
L.P. ("FrontierVision") are parties to an Asset Purchase
Agreement dated as of October 15, 1997, as amended by the
First Amendment To Asset Purchase Agreement dated December
19, 1997 (collectively the "Asset Agreement") wherein Cox
has agreed to sell and FrontierVision has agreed to
purhcase, among other things, the System and the Franchise;
and,
WHEREAS, the sole general partner of FrontierVision
is FrontierVision Holdings, L.P., a Delaware limited
partnership ("FV Holdings"), and the sole general partner
of
FV Holdings is FrontierVision Partners, L.P., a Delaware
limited partnership ("FVP"); and
WHEREAS, the general limited partners of FVP and
Adelphia Communications Corporation ("Adelphia") have
entered into a Purchase Agreement, dated as of February 22,
1999, in which, among other things, the partnership
interests in FVP will be sold to Adelphia, after which
Adelphia will indirectly control FrontierVision, the System
and the Franchise; and
WHEREAS, Cox and FrontierVision have jointly
submitted to the Village Council of Granville, Ohio
(the"Council") an application on Federal Communications
Commission ("FCC") Form 394 requesting consent for the
assignment of the Franchise to FrontierVision and have
submitted such other information concerning FrontierVision
and Adelphia as required by law and the Franchise and as
requested by the Council (collectively, the "Transfer
Application"); and
WHEREAS upon the assignment of the Franchise to
FrontierVision from Cox pursuant to the Asset Agreement,
FrontierVision will hold the Franchise and operate the
System in the Village and Adelphia will indirectly control
FrontierVision.
NOW THEREFORE, BE IT RESOLVED by the Council of Granville,
Ohio that:
Section I: The Council hereby approves the Transfer
Application and the assignment of the Franchise from Cox to
FrontierVision or to any wholly owned affiliate of Adelphia
as described in the Transfer Application, and the Council
acknowledges that no further consent is required for the
assignment of the Franchise to any affiliate company under
common control with or controlled by Adelphia.
Resolution No. 99-33
Page 2
Section II: The Council hereby acknowledges that (i)
the
Franchise is valid and outstanding and in full force and
effect on the date hereof; and (ii) the current term of the
Franchise will expire as stated in the agreement, subject
to
options in the Franchise, if any, to extend such term.
Section III: The Council’s grant of the Transfer
Application and its consent to the assignment of the
Franchise to FrontierVision herein provided shall be
effective immediately, and FrontierVision shall notify the
Council promptly upon the closing of the transactions
described in the Asset Agreement.
Section IV: This Resolution shall take effect
immediately upon passage.