APPENDIX B – FRANCHISESAPPENDIX B – FRANCHISES\ORDINANCE NO. 199 / 233 / 281 / 348 (CABLE)

An ordinance granting a non-exclusive franchise for a period of ten (10) years to CABLEVISION of TEXAS III, L.P. (d.b.a. CABLEVISION). for the construction, maintenance and operation of a community antenna system and lines of television co-axial cables, including poles, wires, land fixtures where necessary upon, along, through and over and under streets, alleys, bridges and other public places of the CITY of OVERBROOK, KANSAS. Be it ordained by the CITY COUNCIL of the CITY of OVERBROOK, KANSAS as follows:

SECTION 1. In consideration of the benefits to be derived by the citizens and inhabitants of the CITY of OVERBROOK, KANSAS, and the privilege license to be paid as hereinafter set out, there is granted to CABLEVISION of TEXAS III, L.P. (d.b.a. CABLEVISION), hereinafter called grantee, its successors and assigns, for a period of ten (10) years from the effective date of this ordinance, exclusive right, privilege and authority to construct, maintain and operate a plant or plants and system for the distribution and transmission of television signals and operation of a community antenna system and lines of television co-axial cables, including poles, wire, and fixtures where necessary upon, along, through, over and under streets, alleys bridges and other public places of the CITY of OVERBROOK, KANSAS, subject to the ordinances, rules, and regulations of the CITY of OVERBROOK, KANSAS, and subject to the conditions of the provisions of this ordinance.

SECTION 2. The grantee agrees to a mid-term performance review at the end of the first five (5) years of this franchise. The following criteria shall be used as a basis for determining satisfactory performance:

1. Addition of Prime Sports, will be completed by September 1, 1996.

2. Timely response to customers complaints and concerns.

3. continued quality reception.

4. Maintain the level of service on the Overbrook system with cable systems in similarly situated communities in the geographic area.

SECTION 3. There is hereby granted the further right, privilege and authority to the grantee to lease, rent, or in any other manner obtain the use of such towers, poles, lines cables and other equipment and facilities from any and all holders of public licenses and franchises within the corporate lines of the CITY of OVERBROOK, KANSAS and use of such towers, poles, lines cables and other equipment and facilities, subject to all the existing and future ordinances and regulations of the CITY of OVERBROOK, KANSAS.

SECTION 4. The grantee, its successors or assigns, may from time to time declare, make and enforce reasonable rules and regulations as conditions for the sales and distribution by it of television signals to any, firm or corporation.

SECTION 5. Whenever the grantee shall cause any opening, alteration or change what so ever to any owned or controlled by the CITY of OVERBROOK, KANSAS for any purpose, the work shall be completed within a reasonable time, and the grantee shall upon the completion of such work restore the property disturbed or changed to as good a condition as it was before such opening, alteration or change, and shall hold the CITY of OVERBROOK, KANSAS, free and harmless and free from all claims and damages arising from or by reason of the laying or erection, construction, maintenance or operation of said cables, laterals or the distribution system or accessories thereto.

SECTION 6. Whenever the CITY of OVERBROOK, KANSAS, finds that the construction of any of its streets and properties requires the relocation of any part of grantee’s system, the CITY of OVERBROOK, KANSAS, may order the grantees to relocate the grantee’s properties therefore, and shall be done at the sole expense of the grantee.

SECTION 7. The rights and privileges granted in this ordinance are upon the following terms and conditions: As a permit fee and as compensation for the rights and privileges enjoyed hereinafter, the grantees shall pay to the CITY of OVERBROOK, KANSAS, on a quarterly basis an amount equal to three (3) percent of their gross income from revenues for the preceding quarter. The city shall have all reasonable rights of inspection and audit of the grantee’s books and records. The permit fee herein provided shall be in lieu of any privilege tax.

SECTION8. In the event the television service or the community antenna system shall be interrupted or fail to function by reason of act of God, accident or cause otherwise beyond the control of the grantee, the grantee shall restore the service in a reasonable time and such interruption shall not constitute a breach of this franchise.

SECTION9. If any of the provisions of this ordinance shall be held invalid or void, it shall not effect the validity of the remainder, but the remainder shall stand.

SECTION10. The city shall publish the executed Franchise Ordinance in the local newspaper. A copy of the publication shall be sent to the Grantee.

(11-08-1995)

ORDINANCE NO. 233 (CABLE)

An ordinance providing for and approving the transfer of the cable television franchise in the City of OVERBROOK, (the “City”) granted pursuant to Ordinance 199, dated 8-Nov-95, (the “Franchise Ordinance”); amending the Franchise Ordinance in certain respects; providing for publication of the caption; and providing the effective date of the transfer.

WHEREAS, by the Franchise Ordinance, the City has granted to GALAXY TELECOM, L.P. (“Galaxy”) the authority to operate a cable television system within the boundaries of the City; and

WHEREAS, Galaxy has requested that the City approve the proposed transfer and assignment of the Franchise Ordinance by Galaxy to GALAXY AMERICAN COMMUNICATIONS L.L.C., (“Galaxy American”) and/or its affiliated designee (as may be later provided by Galaxy American and attached as Exhibit A); and the City is willing to consent to such transfer and assignment.

NOW, THEREFORE, BE IT ORDAINED BY THE FRANCHISING AUTHORITY OF THE CITY:

Section 1. Transfer of Franchise Ordinance. Pursuant to the Franchise Ordinance, consent and approval is hereby granted by the City for the transfer and assignment of the Franchise Ordinance by Galaxy to Galaxy American. The Mayor, Council President, or Presiding Officer of the City, or any person designated by the Mayor, Council President, or Presiding Officer are hereby authorized to execute the Consent to Assignment attached hereto as Annex 1.

Section 2. Ordinance Affirmed, All terms and provisions of the Franchise Ordinance shall continue in full force and effect. As set forth in the Consent to Assignment, the City consents to the grant by Galaxy American of a security interest in the Franchise Ordinance to its lenders to secure indebtedness or other obligations incurred by Galaxy American with respect to the cable television system to be operated by Galaxy American pursuant to the Franchise Ordinance.

Section 3. Effective Date. The transfer of the Franchise Ordinance shall be effective upon the closing of the sale by Galaxy to Galaxy American of the cable television facilities serving the City of OVERBROOK. Galaxy American shall notify the City of the transfer of the Franchise Ordinance within thirty (30) days of such closing, and provide therewith a copy of the Assignment and Assumption of Franchise by which the Franchise Ordinance was transferred and assigned by Galaxy to Galaxy American. Section 4, Inconsistency. In the event any of the terms and provisions of any other ordinance or regulation of the City are inconsistent with the terms and provisions of this Ordinance, the terms and provisions of this Ordinance shall govern and control.

(2-14-2001)

ORDINANCE NO. 281

AN ORDINANCE RENEWING THE CABLE TELEVISION FRANCHISE WITH GALAXY CABLE INC., D/B/A GALAXY CABLEVISION, AND APPROVING THE CHANGE OF EXPIRATION DATE.

WHEREAS, Galaxy Cable Inc., d/b/a Galaxy Cablevision, operates a cable television system within the City of Overbrook, Kansas under the franchise Ordinance #199 passed by the City Council on November 8, 1995, as thereafter amended and assigned; and

WHEREAS, said franchise was granted for a period often (10) years and is due to expire on November 8, 2005; and

WHEREAS, Galaxy Cable Inc., d/b/a Galaxy Cablevision, has requested that the City of Overbrook renew the franchise to operate the cable television system within the City for an additional ten (10) years.

NOW, THEREFORE, BE IT RESOLVED BY THE City Council of the City of Overbrook, that:

SECTION 1: The request of Galaxy Cable Inc., d/b/a Galaxy Cablevision, to renew the cable television franchise dated November 8, 1995, as assigned and amended, and to change the expiration date thereof to November 8, 2015, is hereby granted.

(6-08-2005)

ORDINANCE NO. 348

WHEREAS, Galaxy Cable Inc. d/b/a Galaxy Cablevision (“Galaxy”) currently operates a cable television system within the City of Overbrook, KS, under franchise Ordinance 109, as may have been amended, assigned or extended (the “Franchise”); and

WHEREAS, Galaxy and Zito Midwest LLC, a Delaware limited liability company (“Zito”) have entered into that Asset Purchase Agreement dated the 11th day of May, 2010, (the “Agreement”) whereby Zito is acquiring all or substantially all of Galaxy’s assets used in the operation of its cable system in Overbrook; and

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

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

NOW, THEREFORE, BE IT RESOLVED by the City of Overbrook, KS as follows: That, subject to Galaxy and Zito closing the underlying sale of Galaxy’s cable system in Overbrook, the City hereby consents to the assignment and transfer of all rights and privileges of the Franchise from Galaxy to Zito, together with all duties and obligations of Galaxy under the Franchise and, upon the transfer from Galaxy to Zito, hereby releases Galaxy from any and all duties and obligations under the Franchise which arise from and after the effective date and time of the closing of such transfer. The City further consents to Zito’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.

(10-13-2010)