RES 14-70CITY OF OTSEGO
COUNTY OF WRIGHT
STATE OF MINNESOTA
RESOLUTION NO. 2014-70
CONSENT TO TRANFER OF CONTROL
WHEREAS, CC VIII Operating, LLC ( " Franchisee") is the duly authorized
holder of a franchise, as amended to date (the "Franchise"), authorizing Franchisee
to serve the City of Otsego, MN (the "Franchise Authority") and to operate and
maintain a cable television system there; and
WHEREAS, on February 12, 2014, Comcast Corporation ("Comcast") and Time
Warner Cable Inc. ("TWC") entered into an Agreement and Plan of Merger; and
WHEREAS, on April 25, 2014, Charter Communications, Inc. ("Charter") and
Comcast entered into the Comcast/Charter Transactions Agreement, and
contingent upon Comcast's consummation of its acquisition of TWC, Charter shall
undertake a pro forma corporate restructuring pursuant to which Charter will
merge with and into a wholly owned indirect subsidiary of Charter which will
become "New Charter", which shall become the ultimate parent of Franchisee
("Transaction"); and
WHEREAS, the ultimate control of Franchisee will not change as a result of this
corporate restructuring, and the stockholders of Charter shall become the
stockholders of New Charter; and
WHEREAS, Franchisee has filed an FCC Form 394 with the Franchise Authority;
and
WHEREAS, the Franchise Authority has considered and consents to the
Transaction.
CITY OF OTSEGO
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Tami Loff, City Clerk
NOW, THEREFORE BE IT RESOLVED by the City Council of the City of
Otsego, Wright County, Minnesota (Franchise Authority) as follows;
The Franchise Authority consents to the Transaction.
2. The Franchise Authority confirms that the Franchise is valid and
outstanding and in full force and effect and there are no defaults under the
Franchise. Subject to compliance with the terms of this Resolution, all
action necessary to approve transfer of control of the Franchisee to Charter
has been duly and validly taken.
3. Charter, New Charter or the Franchisee may (a) assign or transfer its assets,
including the Franchise, provided that such assignment or transfer is to an
entity directly or indirectly controlling, controlled by or under common
control with Charter or New Charter; (b) restructure debt or change the
ownership interests among existing equity participants in Charter or New
Charter; (c) pledge or grant security interest to any lender(s) of Charter's or
New Charter's assets, including, but not limited to, the Franchise, or of
interest in Charter or New Charter, for purposes of securing any
indebtedness; and (d) sell equity interests in Charter or New Charter or any
of Charter's affiliates.
4. Upon closing of the Transaction, the Franchisee shall remain bound by the
lawful terms and conditions of the Franchise.
5. This Resolution shall be deemed effective upon adoption.
6. This Resolution shall have the force of a continuing agreement with
Franchisee, and the Franchise Authority shall not amend or otherwise alter
this Resolution without the consent of Franchisee and Charter or New
Charter.
ADOPTED this 13th day of October, 2014 by the City Council of Otsego.
MOTION TO ADOPT the Resolution by Council Member
and seconded by Council Member Schroeder
IN FAVOR: Warehime, Schroeder, Stockamp
OPPOSED: None
2
Warehime