NOW THEREFORE, BE IT RESOLVED THAT:

RESOLUTION NO. 3653 A RESOLUTION PROVIDING FOR THE APPROVAL BY THE GOVERNING BODY OF THE CITY OF OVERLAND PARK, KANSAS, OF THE TRANSFER BY EVEREST MIDWEST LICENSEE, LLC, A SUBORDINATE COMPANY OF SEAPORT CAPITAL, OF ITS RIGHTS UNDER THE CABLE TELEVISION FRANCHISE ORDINANCE PREVIOUSLY ISSUED TO IT BY THE CITY OF OVERLAND PARK, TO EVEREST MIDWEST LICENSEE, LLC, A SUBORDINATE COMPANY CONTROLLED AND OWNED BY SUREWEST COMMUNICATIONS. WHEREAS, the City of Overland Park, Kansas (City), passed Ordinance No. CATV- 2333 on December 3, 2001, which granted a cable franchise to Everest Midwest Licensee, LLC, a wholly owned subsidiary of Everest Global Technologies Group, LLC, to construct, operate and maintain a cable television system within the City; and WHEREAS, on May 1, 2006, upon the purchase by Seaport Capital, LLC of Midwest Licensee, LLC, the City agreed to the transfer of the cable franchise previously issued to Everest Midwest Licensee, LLC as a subordinate company of Aquila, to Everest Midwest Licensee, LLC as a subordinate company of Seaport Capital (Franchisee, Transferor); and WHEREAS, on December 13, 2007, the City by letter was informed that SureWest Communications, a California corporation, had agreed to purchase all of the outstanding equity interests of Everest Broadband, Inc., the ultimate parent company of the current franchisee, Everest Midwest Licensee, LLC.( the Transaction ). Further, by this same letter, SureWest Communications requested that the current franchise held by Everest Midwest Licensee, LLC in its capacity as a subordinate company of Seaport Capital be transferred to Everest Midwest Licensee, LLC in its capacity as a subordinate company of SureWest Communications; and WHEREAS, as part of the Transaction, Everest Broadband, Inc. will be controlled by SureWest Communications, Everest Connections Holdings, Inc., will be a wholly owned subsidiary of Everest Broadband, Inc., Everest Holdings I, LLC will be a wholly owned subsidiary of Everest Connections Holdings, Inc., Everest Midwest, LLC will be a wholly owned subsidiary of Everest Holdings I, LLC, and Everest Midwest Licensee, LLC will be a wholly owned subsidiary of Everest Midwest, LLC; and WHEREAS, it is the intent of SureWest Communications, Everest Broadband, Inc., Everest Connections Holdings, Inc., and Everest Midwest, LLC, that the current franchisee, Everest Midwest Licensee, LLC, under its new ownership and control by SureWest Communications, will remain the operating company for the provisions of broadband services in the City; and WHEREAS, it is the intent of SureWest Communications, Everest Broadband, Inc and Everest Connections Holdings, Inc. and Everest Midwest, LLC, that Everest Midwest Licensee, LLC, under its new ownership and control, will continue to hold the cable franchise previously issued by the City to Franchisee if the transfer of the franchise is approved by the City; and

WHEREAS, O.P.M.C. 13.50.190 states that a Cable Franchisee shall not sell, transfer, lease, assign, sublet, or dispose of, in whole or in part, an interest in or control of a Cable Franchise or Cable System without the prior consent of the City, which consent shall not be unreasonably denied or delayed and may be denied only upon a good faith finding by the City that the proposed transferee lacks the legal, technical, or financial qualifications to consummate the transaction and operate the Cable System so as to perform its obligations under the Cable Franchise; and WHEREAS, the Franchisee/Transferor has requested that the City consent to the transfer of all the cable franchise rights and obligations previously issued to it by Ordinance No. CATV- 2333, to Everest Midwest Licensee, LLC, a wholly owned subsidiary of Everest Connections Holdings, Inc. as companies owned and controlled by SureWest Communications (Transferee). NOW THEREFORE, BE IT RESOLVED THAT: SECTION 1. The City confirms a cable franchise has been properly granted to Transferor by Ordinance CATV-2333 and any amendments thereto, and as previously transferred by Resolution 3519 and said cable franchise is in full force and effect. SECTION 2. In accordance with the requirements of Chapter 13.50 (The Cable Services Code) of the Overland Park Municipal Code, the City hereby consents to the Transfer of the cable franchise previously issued by the City to the Transferor through Franchise Ordinance No. CATV-2333 and any amendments thereto and Resolution 3519, to Transferee (Transfer), provided the Transferee has first acknowledged its obligations, responsibilities and liabilities under the respective cable franchise by executing the Transfer Acceptance and Assumption of Cable Television Franchise document, attached hereto as Exhibit A, and all other requirements of this resolution are fulfilled. SECTION 3. The City s consent to the Transfer is further conditioned upon the City s receipt of a letter from SureWest Communications, as owner of the equitable interest in the Transferee, acknowledging and confirming that in its capacity as the owner of said interest it will exercise its management and other applicable control to cause Transferee to use Transferee s assets and resources to perform Transferee s obligations under the subject cable franchise agreement. SECTION 4. The City s consent to the Transfer is further conditioned upon the City s receipt of a letter from Everest Midwest, LLC, acknowledging and confirming that in its capacity as the immediate parent company of the Transferee it will act as guarantor to the City of the legal and other obligations assumed by the Transferee. SECTION 5. Effective upon the closing date of the Transaction the Transferee shall be responsible for any and all obligations and liabilities under the respective cable franchise agreement, to specifically include the INET requirements of the franchise agreement, this Resolution and the Cable Services Code. By Transfer of the Franchise to Transferee, the City does not waive any of its rights concerning past or future non-compliance concerning franchisee 2

obligations. Transferee shall be responsible for any and all past or future non-compliance of such obligations. SECTION 6. This Resolution shall be binding upon Transferee and the City, and their respective successors and assigns. SECTION 7. This Resolution shall be effective only if written acceptance of it by Transferee is filed with the City Clerk within thirty days of the closing of the Transaction and if the Transaction is actually closed. The effective date of this Resolution shall be the date of filing with the City Clerk of written acceptance of the Resolution by Transferee. SECTION 8. Resolution No. 3519 is hereby repealed. ADOPTED AND APPROVED on this day of February, 2008. ATTEST: Carl Gerlach, Mayor Marian Cook City Clerk APPROVED AS TO FORM: Michael R. Santos Deputy City Attorney 3

EXHIBIT A AGREEMENT ACKNOWLEDGING TRANSFER AND ASSUMPTION OF CABLE TELEVISION FRANCHISE This Agreement acknowledging and approving the transfer and assumption of Cable Television Franchise (this "Transfer") is made and executed this day of, 2008, by Everest Midwest Licensee, LLC, a wholly owned subsidiary of Everest Midwest, LLC, both subordinate companies owned and controlled by SureWest Communications. WHEREAS, on December 13, 2007, the City by letter was notified that SureWest Communications, a California corporation had agreed to purchase all the outstanding equity interests of Everest Broadband, Inc., the ultimate parent company of the current franchisee, Everest Midwest Licensee, LLC. (the Transaction); and WHEREAS, as part of the Transaction, upon the transfer of such equity interests, Everest Midwest, LLC, will own the current franchisee Everest Midwest Licensee, LLC, Everest Connections Holdings, Inc. will wholly own Everest Midwest, LLC, Everest Broadband, Inc., will wholly own Everest Connections Holdings, Inc., and Everest Broadband, Inc. will be controlled by SureWest Communications; and WHEREAS, as part of the Transaction, it is the intent of SureWest Communications, Everest Broadband, Inc. and Everest Connections Holdings, Inc., and Everest Midwest, LLC, that Everest Midwest Licensee, LLC will hold the cable franchise previously issued by the City; and WHEREAS, O.P.M.C. 13.50.190 provides that a Cable Franchisee shall not sell, transfer, lease, assign, sublet, or dispose of, in whole or in part, an interest in or control of a Cable Franchise or Cable System without the prior consent of the City, which consent shall not be unreasonably denied or delayed and may be denied only upon a good faith finding by the City that the proposed transferee lacks the legal, technical, or financial qualifications to consummate the transaction and operate the Cable System so as to perform its obligations under the Cable Franchise; and WHEREAS, upon completion of the Transaction and subsequent to the City agreeing to the assignment of the Cable Franchise, Everest Midwest Licensee, LLC, in its capacity of a subordinate company of SureWest Communications and as the new franchisee, will acknowledge the transfer and assume the cable television franchise; and WHEREAS, the parties wish to memorialize the transfer of the Cable Franchise and assumption of the rights, obligations and liabilities established by the Cable Franchise and any amendments thereto. NOW, THEREFORE, in consideration of the transfer of the cable television franchise held by Everest Midwest Licensee, LLC, in its capacity as a subordinate company of Seaport Capital, LLC (Transferor) to Everest Midwest Licensee, LLC in its

new capacity as a subordinate company of SureWest Communications (Transferee), the Transferee agrees as follows: 1. Acknowledgement of Franchise Transfer. Transferee hereby acknowledges that it has requested the City to consent to the transfer of the cable television franchise held by Transferor. Further, Transferee acknowledges that the City has by Resolution No. 3653 (the Resolution ) consented to the transfer of said cable television franchise. 2. Assumption of Responsibilities and Liabilities. Transferee hereby agrees to assume all of the responsibilities, obligations and liabilities required by the cable television franchise as amended and previously held by Transferor, a copy of which is attached hereto as Exhibit A. IN WITNESS WHEREOF, the above Agreement Acknowledging Transfer and Assumption of Cable Television Franchise is executed by a duly authorized officer of Transferee, the day and year first above written. Everest Midwest Licensee, LLC, a wholly owned subsidiary of Everest Connections Holdings, Inc. and a subordinate company of SureWest Communications. By: Title: