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RESOLUTION 99 - 18 A RESOLUTION OF THE CITY OF ELK RIVER A RESOLUTION CONDITIONALLY CONSENTING TO THE TRANSFER OF CONTROL OF AND CERTAIN OWNERSHIP INTERESTS IN A CABLE TELEVISION FRANCHISE TO COMCAST CORPORATION AND ITS WHOLLY OWNED SUBSIDIARY, COMCAST CABLE COMMUNICATIONS, INC. WHEREAS, the cable television franchise (the "Franchise") of the City of Elk River, Minnesota (the "Authority") is currently owned and operated by Cable TV Fund 14-A, Ltd., doing business as Jones Intercable, Inc. ("Jones"); and, WHEREAS, Jones Intercable, Inc. ("Intercable") is the general partner of Jones; and, WHEREAS, Jones International, Ltd. And certain of its affiliates (the "Jones Entities") currently own, directly or indirectly, more than 50% of the Common Stock of Intercable (the "Control Shares") and, consequently, are entitled, in the aggregate, to elect 75% of the Board of Directors of Intercable; and, WHEREAS, on August 12, 1998, the Jones Entities entered into an Agreement with Comcast Corporation ("Comcast") to sell the Control Shares to Comcast (the "Jones/Comcast Agreement"); and, WHEREAS, pursuant to the Jones/Comcast Agreement, Grantor has received a request to approve the change of control of Jones from the Jones Entities to Comcast and, subsequently, to its wholly-owned subsidiary, Comcast Cable Communications, Inc. (together, the "Change of Control"); and, WHEREAS, Comcast and Intercable have represented and agreed that the Jones/Comcast Agreement will not alter any existing title, asset ownership, or management agreement of Jones and Jones will continue to hold the Franchise; and, WHEREAS, the Authority has received a request for consent to the Change of Control; and,