RESOLUTION NO. CC98-32

RE: PUBLIC WORKS - HIGHWAYS AND TRANSPORTATION - CABLE - HIGH COUNTY CABLEVISION PARTNERSHIP - CONSENT TO ASSIGNMENT OF CABLE TV LICENSE AGREEMENT TO GALAXY TELECOM, L.P.

WHEREAS, High Country Cablevision Partnership ("High County") was granted the right by Jefferson County (the "County") to use County road rights of way and utility easements in order to construct, erect, maintain, and operate a cable television system within and serving the unincorporated limits of Jefferson County, Colorado, pursuant to a License Agreement (the "License Agreement") dated November 15, 1988; and

WHEREAS, High Country now owns, operates and maintains a cable television system ("System") in unincorporated Jefferson County, Colorado; and

WHEREAS, according to correspondence from R. Michael Kruger, President of High Country, High Country has entered into an Agreement with Galaxy Telecom, L.P. ("Galaxy") to transfer High Country's interest in the System and the License Agreement to Galaxy; and

WHEREAS, High Country and Galaxy have requested the County consent to the assignment and transfer of the License Agreement to Galaxy; and

WHEREAS, Galaxy has provided, or will provide prior to the Effective Date (as defined below) 1) a performance guarantee meeting the requirements of Section 11 of the License Agreement; 2) a Certificate of Insurance meeting the requirements of Section 12 of the License Agreement; and 3) a Certificate of Good Standing from the Colorado Secretary of State's office for Galaxy (collectively the "Required Assignment Documents").

NOW, THEREFORE, BE IT RESOLVED THAT the County hereby confirms that the License Agreement is currently in full force and effect and expires November 14, 2003; that to its knowledge on the date of passage of this resolution, High Country is materially in compliance with the provisions of the License Agreement; and

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BE IT FURTHER RESOLVED that the County hereby consents to and approves the transfer or assignment of High Country's interest in the License Agreement to Galaxy; and

BE IT FURTHER RESOLVED that the County consents to the grant by Galaxy of a security interest in the License Agreement to its lenders to secure indebtedness or other obligations incurred by Galaxy with respect to the cable television system to be operated by Galaxy pursuant to the License Agreement with the condition precedent that any such lender shall agree in writing to comply with all obligations of the Licensee under the License Agreement prior to foreclosure on the rights under the License Agreement or prior to transfer or assignment. The lender shall prior to foreclosure, transfer or assignment, provide the County with certificates of insurance and a performance guarantee in conformance with the terms of the License Agreement, and pay any and all past due fees to the County and provide a written statement to the County giving the company's name and address and registered agent's name and address and stating that the lender agrees to assume all obligations of the Licensee under the terms of the License Agreement. The License Agreement shall be voidable by the County without any public hearing or meeting, if any transfer or assignment or foreclosure does not meet all requirements of this conditional consent.

BE IT FURTHER RESOLVED that this Resolution shall be deemed effective conditioned upon the County's receipt of written notice that the closing occurred, if such closing occurs prior to March 31, 1998 and conditioned upon the County's receipt of all Required Assignment Documents in form acceptable to the County and in full compliance with the requirements of the License Agreement prior to April 30, 1998. (The "Effective Date" shall be the last date that all conditions are met but prior to April 30, 1998.)

Commissioner Holloway seconded the adoption of the foregoing Resolution. The roll having been called, the vote was as follows:

Commissioner John P. Stone Aye

Commissioner Patricia B. Holloway Aye

Commissioner Michelle Lawrence, Chairman Aye

The Resolution was adopted by unanimous vote of the Board of County Commissioners of the County of Jefferson, State of Colorado.

Dated: January 20, 1998