99-05RESOLUTION NO. 99-5
A RESOLUTION APPROVING THE TRANSFER OF THE CITY OF OTSEGO CABLE
TELEVISION FRANCHISE BY CABLE TV FUND 14-A, LTD. TO BRESNAN
TELECOMMUNICATIONS COMPANY LLC AND WAIVING THE RIGHT OF FIRST
REFUSAL TO PURCHASE THE CABLE TELEVISION SYSTEM
WHEREAS, the City of Otsego, Minnesota (the "Franchise Authority") granted to
Rite Cable Company of Minnesota, Ltd. a cable television franchise/extension permit to
construct, own operate and maintain a cable television system in the City of Otsego (the
"Franchise"); and
WHEREAS, by Resolution the Franchise Authority authorized the assignment
and transfer of the Franchise to Jones Intercable, Inc. ("JIC"), and subsequently, amended the
Franchise to include one or more of JIC's controlled affiliates as the "Grantee" under the
Franchise; and
WHEREAS, JIC transferred the Franchise to its affiliate, Cable TV Fund 14-A,
Ltd. (the "Fund"), as the new Grantee; and
WHEREAS, the Fund has agreed to sell the cable television system serving the
Franchise Authority (the "System"), including the Franchise, to Bresnan Communications
Company Limited Partnership ("Bresnan"), and Bresnan has agreed to purchase the System,
including the Franchise, from the Fund; and
WHEREAS, Bresnan will transfer ownership and control of the System and the
Franchise to Bresnan Telecommunications Company, LLC (`BTCLLC") ("Transferee");
NOW, THEREFORE, BE IT RESOLVED BY THE CITY OF OTSEGO,
MINNESOTA:
1. The Franchise Authority hereby consents to the transfer of the Franchise and
the System from the Fund to Bresnan and, subsequently, to Bresnan Telecommunications
Company LLC (the "Transaction").
2. The Franchise Authority acknowledges that its consent to the Transaction shall
be effective upon the closing of the sale of the System by the Fund to Bresnan. Written notice of
the closing date shall be given to the Franchise Authority.
I The Franchise Authority hereby confirms that: (i) the Franchise is currently in
full force and effect; (ii) the Fund is in compliance in all material respects with the Franchise;
and (iii) no event has occurred or exists which would permit the Franchise Authority to revoke or
terminate the Franchise.
4. The Franchise Authority hereby waives any right it may have by statute,
franchise or otherwise to purchase the System in respect of the sale of the System referred to
herein.
5. Franchising Authority hereby consents to and approves the assignment,
mortgage, pledge or other encumbrance, if any, of the Franchise, System, or assets relating
thereto, or the interests in the permitted holder thereof, as collateral for a loan.
Adopted by the City of Otsego, Minnesota on February 8
1999... _.
By:
May Y FUJRNIER
The undersigned, being the duly appointed, qualified, and acting Clerk of the City of Otsego,
hereby certifies that the foregoing Resolution No. 99-5 is a true, correct, and accurate copy of
Resolution No. 99-5 duly and lawfully passed and adopted by the City of Otsegoon the
8TH day of February ,1999. Q n n 4
0462230.01
2.
lerk ELAINE BEP,