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2005/06/27 RESOLUTION OF THE COUNTY OF HARNETT APPROVING THE TRANSFER OF THE CABLE TV SYSTEM OWNED BY CAROLINA CABLE PARTNERS TO CHARTER COMMUNICATIONS(o -a-7-o5 RESOLUTION NO. RESOLUTION OF THE COUNTY OF HARNETT, NORTH CAROLINA APPROVING THE TRANSFER OF THE CABLE TELEVISION SYSTEM OWNED BY CAROLINA CABLE PARTNERS TO CHARTER COMMUNICATIONS, LLC . WHEREAS, Carolina Cable Partners ( "CCP ") owns, operates and maintains a cable television system in the County of Hamett, NC (the "CCP System ") pursuant to a valid franchise agreement as set forth in an Ordinance dated October 5, 1992 (the "CCP Franchise "); and WHEREAS, Charter Communications, LLC ( "Charter ") owns, operates and maintains a cable television system in the County of Harnett, NC pursuant to a valid franchise agreement as set forth in an Ordinance dated January 21, 1997 (the "Charter Franchise "); and WHEREAS, CCP entered into a Bill of Sale and Assignment and Assumption Agreement dated June 3, 2005 (the "Agreement ") with Charter Communications, LLC ( "Charter "), pursuant to which the CCP System will be transferred to Charter (the "Transfer "), the CCP Franchise will be cancelled and the CCP System will be added to the Charter Franchise and Charter shall retain the CCP System; and WHEREAS, pursuant to Title VI of the Communications Act of 1934 (the "Cable Act'), as amended, CCP and Charter have submitted to the Franchising Authority an FCC Form 394 - Application for Franchise Authority Consent to Assign or Transfer of Control of Cable Television Franchise, and other documentary materials required by Federal Communications Commission regulation or state law or as required by the CCP Franchise; and WHEREAS, the Transfer shall not alter, affect or otherwise change the terms or conditions of the Charter Franchise, except as provided herein; and . WHEREAS, after careful evaluation of the Federal Communication Commission Form 394, Consolidated Balance Sheets of Charter and related filings concerning the Transfer, it was found that Charter has the legal and technical expertise, as well as the financial stability, to operate and maintain the cable television system in accordance with the Charter Franchise; and WHEREAS, it is in the best interests of the County and its citizens to consent to the Transfer of the CCP System to Charter, to cancel the CCP Franchise and to add the CCP System to the Charter Franchise: NOW THEREFORE, be it resolved by the Board of Commissioners acting on behalf of the County (the "Franchising Authority ") that: 1. The Franchising Authority hereby gives consent to the transfer of the CCP System to Charter, the cancellation of the CCP Franchise, and the addition of the CCP System to the Charter Franchise; 2. Consent to and any required approval of the Transfer of the CCP System to Charter, the cancellation the CCP Franchise and the addition of the CCP System to the Charter Franchise, as described in FCC Form 394, is hereby granted; 3. That following the transfer of the System and the CCP Franchise, Charter may, at any time and from time to time (i) assign or transfer its assets, including the CCP Franchise, provided, however, that such assignment or transfer is to a parent or subsidiary of Charter or any affiliate entity controlled by, controlling or under direct or indirect common control with Charter; (ii) restructure debt or change the ownership interests among existing equity participants in Charter, and/or its affiliates; (iii) pledge or grant a security interest to any lender(s) of Charter's assets, including but not limited to the CCP Franchise, or of interests in Grantee, for purposes of securing an indebtedness without obtaining prior approval of the'Franchising Authority; 4. That the Franchising Authority waives any rights of first refusal that it may have to assume the CCP Franchise or acquire the CCP System upon any transfer contemplated hereunder; 5. This Resolution shall become effective immediately upon passage. The Franchising Authority shall be notified promptly upon the closing of the transactions contemplated under the Agreement; and BE IT FURTHER RESOLVED AS FOLLOWS: 6. Within thirty (30) days following the completion of the closing of the transactions described in FCC Form 394, Charter will provide the required performance bond and insurance certificates required by the Franchise and/or Ordinance and will notify the Franchise Authority of its acceptance of the terms of the Franchise and the Ordinance; and 7. Within thirty (30) days of the completion of the closing of the transactions described in FCC Form 394, Charter will reimburse the County of Harnett in the amount of $2,500 for legal, administrative and consulting fees; and 8. Upon execution of the Resolution Carolina Cable Partners will reimburse the County of Harnett in the amount of $12,000 for legal, administrative and consulting fees and the County and Carolina Cable Partners agree that neither party has any further liability to the other. 9. This Resolution shall have the force of a continuing agreement with CCP and Charter, and the Franchising Authority shall not amend or otherwise alter this Resolution without the consent of CCP and Charter; and BE IT FURTHER RESOLVED that this action be entered into the minutes of the Board of Commissioners. ADOPTED BY THE BOARD OF COMMISSIONERS OF THE COUNTY OF HARNETT, NORTH CAROLI A THIS T K 27 th DAY JUNE, 2005. airman, County of Harnett Board of Commissioners ATTEST: ^ Clerk the Board WE CONSENT AND ACCEPT THE TERMS AND CONDITIONS OF THIS RESOLUTION. DATE OF ACCEPTANCE: 2I V1 vol' ATTEST: Charter Ic A WIRED WORLD COMRRNY... July 28, 2005 Mr. Neil Emory County Manager 102 E. Front Street Lillington, NC 27546 Dear Mr. Emory: RECEIVED 0 1 2605 HARNETT COUNTY MANAGER'S OFFICE Enclosed please find an original signed copy of the Cable Television System Transfer Resolution. It is our pleasure to work with you, and we appreciate your interest and support. Please feel free to contact me if you need any assistance or have any questions. Sincerely, F:SkJ4� Q� Everett "Skip" James Director of Government Relations Charter Communications 757 -539 -0713 Ext. 1124 Everett.JamesO,Charterc om. com 216 Moore Avenue • Suffolk, Virginia • 23434 w ..charter.com • tel: 757.539.2312 • lax: 757.925.4224 CUSTOM COMMUNICATIONS 608 Antler Court Kernersville, North Carolina Phone 336 - 785 -7886 ** FAX 336 - 785 -7886 ** e-mail jharris497@aol.com SPECIALISTS IN CABLE TV RATE REGULATION * FRANCHISE NEGOTIATION' FCC COMPLIANCE October 17, 2005 Mr. Tony Wilder Assistant County Manager Hamett County 102 East Front Street Lillington, NC 27546 Dear Tony I have attached an executed copy of the transfer of Carolina Cable Partners to Charter Communications. As usual, if you have questions please feel free to call me. You may reach me during the normal workday at 336 - 294 -490. Chief Executive Officer RESOLUTION NO. RESOLUTION OF THE COUNTY OF HARNETT, NORTH CAROLINA APPROVING THE TRANSFER OF THE CABLE TELEVISION SYSTEM OWNED BY CAROLINA CABLE PARTNERS TO CHARTER COMMUNICATIONS, LLC WHEREAS, Carolina Cable Partners ( "CCP") owns, operates and maintains a cable television system in the County of Harnett, NC (the "CCP System ") pursuant to a valid franchise agreement as set forth in an Ordinance dated October 5, 1992 (the "CCP Franchise "); and WHEREAS, Charter Communications, LLC ( "Charter ") owns, operates and maintains a cable television system in the County of Harnett, NC pursuant to a valid franchise agreement as set forth in an Ordinance dated January 21, 1997 (the "Charter Franchise "); and WHEREAS, CCP entered into a Bill of Sale and Assignment and Assumption Agreement dated June 3, 2005 (the "Agreement ") with Charter Communications, LLC ( "Charter "), pursuant to which the CCP System will be transferred to Charter (the "Transfer "), the CCP Franchise will be cancelled and the CCP System will be added to the Charter Franchise and Charter shall retain the CCP System; and WHEREAS, pursuant to Title VI of the Communications Act of 1934 (the "Cable Act'), as amended, CCP and Charter have submitted to the Franchising Authority an FCC Form 394 - Application for Franchise Authority Consent to Assign or Transfer of Control of Cable Television Franchise, and other documentary materials required by Federal Communications Commission regulation or state law or as required by the CCP Franchise; and WHEREAS, the Transfer shall not alter, affect or otherwise change the terms or conditions of the Charter Franchise, except as provided herein; and WHEREAS, after careful evaluation of the Federal Communication Commission Form 394, Consolidated Balance Sheets of Charter and related filings concerning the Transfer, it was found that Charter has the legal and technical expertise, as well as the financial stability, to operate and maintain the cable television system in accordance with the Charter Franchise; and WHEREAS, it is in the best interests of the County and its citizens to consent to the Transfer of the CCP System to Charter, to cancel the CCP Franchise and to add the CCP System to the Charter Franchise: NOW THEREFORE, be it resolved by the Board of Commissioners acting on behalf of the County (the "Franchising Authority') that: 1. The Franchising Authority hereby gives consent to the transfer of the CCP System to Charter, the cancellation of the CCP Franchise, and the addition of the CCP System to the Charter Franchise; 2. Consent to and any required approval of the Transfer of the CCP System to Charter, the cancellation the CCP Franchise and the addition of the CCP System to the Charter Franchise, as described in FCC Form 394, is hereby granted; 3. That following the transfer of the System and the CCP Franchise, Charter may, at any time and from time to time (i) assign or transfer its assets, including the CCP Franchise, provided, however, that such assignment or transfer is to a parent or subsidiary of Chart er or any affiliate entity controlled by, controlling or under direct or indirect common control with Charter; (ii) restructure debt or change the ownership interests among existing equity participants in Charter, and/or its affiliates; (iii) pledge or grant a security interest to any lender(s) of Charter's assets, including but not limited to the CCP Franchise, or of interests in Grantee, for purposes of securing an indebtedness without obtaining prior approval of the Franchising Authority; 4. That the Franchising Authority waives any rights of first refusal that it may have to assume -the CCP Franchise or acquire the CCP System upon any transfer contemplated hereunder; 5. This Resolution shall become effective immediately upon passage. The Franchising Authority shall be notified promptly upon the closing of tl3e transactions contemplated under the Agreement; and BE IT FURTHER RESOLVED AS FOLLOWS: 6. Within thirty (30) days following the completion of the closing of the transactions described in FCC Form 394, Charter will provide the required performance bond and insurance certificates required by the Franchise and/or Ordinance and will notify the Franchise Authority of its acceptance of the terms of the Franchise and the Ordinance; and 7. Within thirty (30) days of the completion of the closing of the transactions described in FCC Form 394, Charter will reimburse the County of Hamett in the amount of $2;500 for legal, administrative and consulting fees; and .8. Upon execution of the Resolution Carolina Cable Partners will reimburse the County of Hamett in the amount of $12,000 for legal, administrative and consulting fees and the County and Carolina Cable Partners agree that neither party has any further liability to the other. 9. This Resolution shall have the force of a continuing agreement with CCP and Charter, and the Franchising Authority shall not amend or otherwise alter this Resolution without the consent of CCP and Charter; and BE IT FURTHER RESOLVED that this action be entered into the minutes of the Board of Commissioners. ADOPTED BY THE BOARD OF COMMISSIONERS OF THE COUNTY OF HARNETT, NORTH CAROLI A THIS T 27 th DAY JUNE, 2005. airman, County of Harnett Board of Commissioners ATTEST': Clerk % the Co. . WE CONSENT AND ACCEPT THE TERMS AND CONDITIONS OF THIS RESOLUTION. DATE OF ACCEPTANCE: ATTEST: I�, .