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.