TRANSFER, ACCEPTANCE, AND ASSUMPTION OF

TELECOMMUNICATIONS FRANCHISE

NOW, on this ____ day of January, 2017, Midcontinent Communications, a South Dakota general partnership (“Midco”), provides to the City of Lawrence, Kansas (“City”), the following Transfer, Acceptance, and Assumption of Telecommunications Franchise with respect to contract franchise Ordinance No. 7359 (“Franchise”), as amended by Ordinance Nos. 8058, 8575, and 8576.

1.       Midco agrees to all terms set forth in City of Lawrence, Kan., Res. No. 7182  (Jan. 3, 2017), approving the transfer and assignment of the Franchise, as amended, from Knology of Kansas, Inc., d/b/a WOW! Internet, Cable and Phone, a wholly owned subsidiary of Knology, Inc., a wholly owned subsidiary of WideOpenWest Finance, LLC, a Delaware limited liability company (“WOW!”), to Midco.

2.       Midco irrevocably and unconditionally agrees that, upon the closing of the Asset Purchase Agreement, whereby Midco will purchase from WOW!, inter alia, all rights and obligations under the Franchise, as amended, it will be bound by the terms of the Franchise, as amended, and will timely and fully perform all of the duties, obligations, and requirements arising thereunder.

3.       Midco acknowledges that the City expressly has not waived and does not waive its right to receive compliance with any term or condition of the Franchise, as amended. By executing this Transfer, Acceptance, and Assumption of Telecommunications Franchise, Midco unconditionally and unequivocally agrees to accept responsibility for and to remedy any future default or instance of material noncompliance under the Franchise, as amended.

4.       Midco represents that it has reviewed the obligations of WOW! and its performance under the Franchise, as amended, and has determined, to the best of its knowledge, that there are no existing issues of default or noncompliance under the Franchise, as amended.

5.       Midco agrees that, as of the successful closing of the sales agreement, it will be subject to all lawful regulatory authority as established by federal, state, and local law, regulation, or policy, including the Franchise, as amended.

6.       Midco represents and warrants, as follows:

(a)     Midco has the financial, technical, and legal ability to operate and to maintain a local exchange telecommunications service that will service the City in accordance with the terms of the Franchise, as amended.

(b)     As of the time of closing of the transaction, Midco shall be the franchisee under the Franchise, as amended, and shall have all rights and obligations arising thereunder.

(c)     Midco will take all actions necessary to authorize and to execute and deliver to the City an executed copy of this Transfer, Acceptance, and Assumption of Telecommunications Franchise.

7.       Midco further represents and warrants, as follows:

(a)     That, in accordance with Resolution No. 7182, it will negotiate in good faith with the City and enter, within a reasonable time thereafter, into a new nonexclusive telecommunications contract franchise with the City,  the terms of which will be substantially similar to the Franchise, as amended, and will replace the existing Franchise, as amended; and

(b) That, in accordance with Resolution No. 7182, it will negotiate in good faith with the City and, within a reasonable time thereafter, enter into a Video Service Provider’s Agreement with the City, the terms of which shall be substantially similar to the Franchise, as amended, which agreement shall run concurrently with any Video Service Authorization issued by the State to Midco under the Video Competition Act of 2006, codified as amended at K.S.A. 2015 Supp. 12-2021 et seq. If Midco is unable to procure from the State a Vide Service Authorization, then it agrees to enter into a separate cable service provider franchise agreement with the City.

8.       Midco acknowledges that all of its agreements, representations, and warranties, as set forth herein, will be binding upon it and its lawful successors and assigns.

9.       Midco agrees to provide a copy of the written instrument evidencing the closing of the Transaction and the transfer of the Franchise, as amended, to Midco within seven (7) days of the closing of the Transaction and the effective date of the Transfer.

10.     Midco acknowledges that the person signing this document in its behalf has the authority, actual and apparent, to bind Midco to this agreement.

Dated: _____________________

MIDCONTINENT COMMUNICATIONS, a South Dakota General Partnership

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