Certification: Cable Television Franchise

CERTIFICATION
(Georgetown, Idaho)

I, (state name and title) having been duly authorized to execute this Certification for and on behalf of the City of Georgetown, Idaho (“Grantor”), do hereby certify:

1. That the Cable Television Franchise to operate a community antenna Television system in the City of Georgetown, Idaho (the “Franchise”) granted by Grantor on or about November 20, 1980, pursuant to Ordinance No. 1577 (the “Ordinance”) and all amendments thereto, is in full force and effect on the date hereof.

2. That TVCable of Soda Springs, Inc. (“TV Cable”) is the current holder of the Franchise.

3. That, as of the date hereof, all obligations of TV Cable under the Franchise have been satisfied and complied with and no event has occurred which, with the passage of time or upon notice or both, would constitute a default under the Franchise.

4. That the City Council has approved the transfer of the Franchise to Premiere Cable Two, Ltd. (“Premiere”) and to Premiere mortgaging, hypothecating, pledging or assigning interests in the Franchise for purposes of financing.

5. That the following instruments are all of the instruments held by Grantor regarding the Franchise:

(a) The Franchise and all amendments thereto;

(b) Written acceptance of the Franchise;

(c) Authentication of any required publication (if none required so state);

(d) Resolution adopted by the City Council on November 7, 1985 consenting to the transfer of the Franchise from Satellite Television, Inc. to TV Cable;

(e) Ordinance No. 54 adopted by the City Council on 9th Day of June, 1988 consenting to the transfer of the Franchise from TV Cable to Premiere and to Premiere mortgaging, hypothecating, pleding or assigning interests in the Franchise for purposes of financing.

6. That attached hereto are true and correct copies of the instruments identified in paragraph 5 above and of each other instrument regarding the Franchise.

WITNESS the execution of this Certification for and on behalf of the Grantor this 9th dat if June, 1988.

CITY OF GEORGETOWN, Idaho

By: Leland M. Hayes
Title: Mayor