APPENDIX B – FRANCHISESAPPENDIX B – FRANCHISES\Ord. 3837-13 (Cable)

AN ORDINANCE CONSENTING TO AND APPROVING THE ASSIGNMENT OF THE CABLE FRANCHISE AND SYSTEM TO BCI ALLEGIANCE, LLC

WHEREAS THE CITY OF OTTAWA, KS (“Grantor”) granted to Allegiance Communications, LLC or its predecessor (“Grantee’’), a franchise to own and operate a cable television system (“System”) in the municipality (the “ Franchise”);

WHEREAS, on January 8, 2013, Grantee entered into an Asset Purchase Agreement (the “Agreement”) with BCI Broadband Holdings, LLC (“BCI”) whereby SCI will cause its indirect wholly owned subsidiary, BCI Allegiance, LLC (“Assignee”), to purchase and acquire certain assets relating to the System, including the Franchise, from Grantee (“Transaction”);

NOW, THEREFORE, THE GRANTOR RESOLVES:

1. Grantor consents to the Transaction to the extent required by the terms of the Franchise and applicable law.

2. Grantor confirms that (a) the Franchise is valid and outstanding and in full force and effect; (b) there have been no amendments or modifications to the Franchise, except as set forth herein; and (c) to the Grantor’s knowledge, Grantee is in compliance with the provisions of the franchise.

3. Gran tor releases Grantee, effective upon the closing of the Transaction (the “Closing Date”), from all obligations and liabilities under the Franchise and Assignee shall assume and be responsible for any obligations and liabilities under the Franchise.

4. This Ordinance shall have the force of a continuing agreement with the Granter, Grantee, and Assignee, and Grantor shall not amend or otherwise alter this Ordinance without the written consent of Grantee and Assignee.

(2-6-2013)