WHEREAS, Galaxy Cable Inc. d/b/a Galaxy Cablevision (“Galaxy”) currently operates a cable television system within the City of Hillsboro, Kansas under the following franchise Ordinance(s): #1104, #937, #867, #716, as amended, assigned or extended (“Franchise”); and

WHEREAS, Galaxy and Eagle Communications, Inc. (“Eagle”) have entered into that Asset Purchase Agreement (the “Agreement”) whereby Eagle is acquiring all or substantially all of Galaxy’s assets used in the operation of its cable system in Hillsboro; and

WHEREAS, pursuant to the Agreement, on the closing date, Galaxy will transfer and assign the Franchise to Eagle, and Eagle will assume all obligations arising from the Franchise after the closing date; and

WHEREAS, Galaxy has requested in writing that the City consent to the transfer of the Franchise to Eagle;

NOW, THEREFORE, BE IT RESOLVED by the City of Hillsboro, Kansas as follows: That, subject to Galaxy and Eagle closing the underlying sale of Galaxy’s cable system in Hillsboro, the City hereby consents to the assignment and transfer of the Franchise from Galaxy to Eagle. The City further consents to Eagle’s collateral assignment of, or grant of a security interest in, the Franchise to its lenders to secure indebtedness or other obligations that may be incurred by it with respect to the cable television system. Nothing in this Ordinance constitutes any waiver of any rights by the City to approve any subsequent transfer, assignment or sale of the Franchise. That, the City, by its consent to the transfer of the Franchise to Eagle, declines its rights under Section 17 of Ordinance #867 to purchase the cable system at this time; preserving unto itself future rights under Section 17 of Ordinance #867.

(06-20-06)