Resolution #2003-1: Cable Television Franchise Assignment

RESOLUTION NO. 2003-1

A RESOLUTION OF THE CITY OF GEORGETOWN, IDAHO APPROVING THE ASSIGNMENT OF THE CABLE TELEVISION FRANCHISE FROM MALLARD CABLEVISION, L.L.C. TO LB CABLE, LLC

WHEREAS, Mallard Cablevision, L.L.C. (“Mallard”) owns, operates and maintains a cable television system (the “System”) in the City of Georgetown, Idaho, pursuant to a Franchise Agreement between Mallard and the City of Georgetown, Idaho (the “Franchise”), and is the duly authorized holder of the Franchise; and

WHEREAS, on May 9, 2003, Mallard filed a petition with the United States Bankruptcy Court for the District of Delaware (“Bankruptcy Court”) seeking protection under Chapter II of the Bankruptcy Code; and

WHEREAS, Mallard and LB Cable, LLC (“LB Cable”) are parties to an Asset Purchase Agreement (“Agreement”) pursuant to which the System and the Franchise will be assigned to LB Cable (the “Assignment”); and

WHEREAS, the Bankruptcy Court on October 10, 2003, entered an order approving the Agreement and authorizing the assumption and assignment of certain executory contracts, including the Franchise (“Sale Order”); and

WHEREAS, Mallard and LB Cable have requested the consent of the governing body of the City of Georgetown (the “Franchise Authority”) to the Assignment in accordance with the requirements of the Franchise, and have provided all information necessary in order to facilitate a decision by the Franchise Authority (“Assignment Application”); and

WHEREAS, the Franchise Authority has investigated the qualifications of LB Cable and finds it to be a suitable transferee;

NOW, THEREFORE, BE IT RESOLVED BY THE FRANCHISE AUTHORITY AS FOLLOWS:

Section 1. The Franchise Authority hereby grants the Assignment Application and consents to the Assignment to LB Cable, all in accordance with the terms of the Franchise and the Sale Order.

Section 2. The Franchise Authority confirms that (a) the Franchise was properly granted, transferred or assigned to Mallard; (b) the Franchise is currently in full force and effect and will expire on December 31, 2006, subject to options in the Franchise, if any, to extend such term; (c) the Franchise supersedes all other agreements between the parties; (d) the Franchise represents the entire understanding of the parties and Mallard has no obligations to the Franchise Authority other than those specifically stated in the Franchise; and (e) Mallard is materially in compliance with the provisions of the Franchise and there exists no fact or circumstance known to the Franchise Authority which constitutes or which, with the passage of time or the giving of notice or both, would constitute a material default or breach under the Franchise or would allow the Franchise Authority to cancel or terminate the rights thereunder.

Section 3. The Franchise Authority hereby consents to and approves the assignment, mortgage, pledge, or other encumbrance, if any, of the Franchise, the System, or assets relating thereto, as collateral for a loan.

Section 4. This Resolution shall become effective upon the closing of the Agreement (the “Closing Date”) when LB Cable purchases the System from Mallard and assumes the obligations under the Franchise.

Section 5. The Franchise Authority releases Mallard, effective upon the Closing Date, from all obligations and liabilities under the Franchise arising out of events occurring after the Closing Date; provided that LB Cable shall be responsible for any obligations and liabilities under the Franchise arising out of events occurring after the Closing Date.

Section 6. This Resolution shall have the force of a continuing agreement between Mallard and LB Cable, and the Franchise Authority shall not amend or otherwise alter this Resolution without the consent of Mallard and LB Cable.

PASSED, ADOPTED AND APPROVED this 2 day of December, 2003

(s) Albert K. Johnson, Mayor
Attest: Marty Nate, City Clerk