Resolutions
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RESOLUTION 2005-6

A RESOLUTION OF THE CITY OF JOHNSON, ARKANSAS, CONSENTING TO THE
TRANSFER AND ASSIGNMENT OF THE CABLE FRANCHISE FROM TCA CABLE
PARTNERS TO COXCOM, INC.
WHEREAS, TCA Cable Partners ("Franchisee") owns, operates, and maintains a cable
system (the "System") in the City of Johnson, Arkansas ("Franchising Authority") pursuant to a
cable franchise (the "Franchise") issued by the Franchising Authority, and Franchisee is the duly
authorized holder of the Franchise;
WHEREAS, pursuant to a series of transactions among Franchisee and affiliated entities
of Franchisee (the "Transactions"), CoxCom, Inc. ("Cox") will acquire the assets of Franchisee
used in the operation of the System, including the Franchise; and
WHEREAS, Franchisee and Cox have filed an FCC Form 394 with the Franchising
Authority;
NOW, THEREFORE BE IT RESOLVED BY THE CITY OF JOHNSON, ARKANSAS,
AS FOLLOWS:
Section 1. The Franchising Authority, in accordance with the terms of the Franchise,
hereby consents to and approves the Transactions and the resulting transfer and assignment of
the System, including the Franchise and all rights thereunder, from Franchisee to Cox.
Section 2. The Franchising Authority confirms that (a) the Franchise was properly
granted or transferred to Franchisee and is in full force and effect, and (b) Franchisee is
materially in compliance with the provisions of the Franchise and there exists no fact or
circumstance known to the Franchising 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 Franchising Authority to cancel or terminate the rights thereunder.
Section 3. The Franchising Authority hereby consents to any subsequent transfer of
the Franchise or control related thereto to any entity controlling, controlled by, or under common
control with Cox.
Section 4. The Franchising Authority hereby consents to and approves the
assignment, mortgage, pledge, or other encumbrance, if any, of the Franchise and the System as
collateral for a loan.
Section 5. This Resolution shall be deemed effective upon the closing date of the
Transaction(s).
Section 6. This Resolution shall have the force of a continuing agreement with
Franchisee and Cox, and the Franchising Authority shall not revoke, amend or otherwise alter
this Resolution without the consent of Franchisee and Cox.