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<br />. <br /> <br />. <br /> <br />. <br /> <br />EXHIBIT A <br /> <br />RESOLUTION 87-16 <br /> <br />A RESOLUTION AUTHORIZING THE ASSIGNMENT AND <br />TRANSFER OF A CABLE COMMUNICATIONS FRANCHISE <br />TO CONSTRUCT, OPERATE AND MAINTAIN A CABLE <br />COMMUNICATIONS SYSTEM. <br /> <br />WHEREAS, the City of Elk River has granted a cable <br />communications franchise (hereinafter "Franchise") to construct, <br />operate and maintain a cable communications system within the <br />City to Rite Cable Company of Minnesota, Ltd. (hereinafter <br />"Rite"); and <br /> <br />WHEREAS, Jones Intercable, Inc., a Colorado corporation, has <br />agreed to purchase the assets of the cable communications system <br />of Rite; and <br /> <br />WHEREAS, Jones Intercable, Inc., (hereinafter "Jones") has <br />requested the City to approve the assignment and transfer of the <br />Franchise from Rite to Jones and/or one or more of its controlled <br />affiliates: <br /> <br />NOW, THEREFORE, BE IT RESOLVED BY THE CITY AS FOLLOWS: <br /> <br />1. The City hereby accepts the recommendation of the <br />Sherburne/Wright County Cable Communications commission II that <br />the technical ability, financial condition and legal <br />qualifications of Jones as those qualifications apply to the <br />acquisition and operation of the cable communications system are <br />acceptable. <br /> <br />2. The assignment and transfer of the Franchise to <br />construct, operate and maintain a cable communications system <br />from Rite to Jones and/or one or more of its controlled <br />affiliates is approved and confirmed by the City effective upon <br />the date of the sale of Rite's cable communications system to <br />Jones, and subject to. Jones supplying documentation satisfactory <br />to Commission that Jones as general partner of the controlled <br />affiliate, if and when an assignment and transfer is made to a <br />controlled affiliate, will be obligated to perform all franchise <br />obligations. <br /> <br />3. In the event that Jones and/or one or more of its <br />controlled affiliates desires to grant a security interest or <br />interests in any or all of its rights, duties and obligations <br />under the Franchise and the cable communications system to its <br />lender or lenders as may be designated by Jones, the city hereby <br />consents to such grant of such security interest(s). <br /> <br />- 1 - <br /> <br />/ <br />