Resolution 97-6: 1997 Cable TV Franchisee

CONSENT RESOLUTION AUTHORIZING THE TRANSFER
OF CONTROL OF AND CERTAIN OWNERSHIP INTERESTS
IN A CABLE TELEVISION FRANCHISEE

WHEREAS, the cable television franchise of County of DeKalb (the "Franchise") is currently owner and operated by Triax Associates I, L.P. ("Triax I"); and

WHEREAS, Triax I and Triax Midwest Associates, L.P. ("Triax Midwest") have entered into an Asset Purchase Agreement dated February 25, 1997 (the "Agreement"), and County of DeKalb (the "Authority") has received a valid and complete request from Triax I for consent to the assignment of the Franchise and the transfer of control of and certain ownership interests in Triax I to Triax Midwest (the "Transaction"); and

WHEREAS, the Authority has determined that it is in the best interests of the community and residents thereof to consent to the Transaction, and that Triax Midwest possesses the requisite legal, technical and financial qualifications;

NOW, THEREFORE BE IT RESOLVED, that the Transaction is hereby permitted and approved; and

BE IT RESOLVED FURTHER, that the Franchise is in full force and effect without default thereunder by Triax I to the date hereof in accordance with its terms and conditions as set forth therein and that no breach or default has occurred or is continuing under the Franchise; and

BE IT RESOLVED FURTHER, that Triax Midwest may, at any time and from time to time, assign or grant or otherwise convey one or more liens or security interests in its assets, including its rights, obligations and benefits in and to the Franchise (the "Collateral") to any lender providing financing to Triax Midwest ("Secured Party"), from time to time, and that the Authority agrees that consent to a transfer is hereby deemed approved if the Collateral is assigned and transferred as a result of a foreclosure.

BE IT RESOLVED FURTHER, that the consent to the Transaction herein provided shall be effective upon and only effective concurrent with the closing of the transactions described in the Agreement.

Adopted this 28th day of April, 1997.

The Board of Commissioners of DeKalb County, State of IN

William C. Ort, President

Connie R. Miles, Vice-President

Don C. Kaufman, Member

ATTEST:

Mary Bowman, Auditor, DeKalb County, Indiana