99-41CITY OF OTSEGO
WRIGHT COUNTY
STATE OF MINNESOTA
RESOLUTION CONSENTING TO AND APPROVING THE
TRANSFER OF CONTROL OF CATV FRANCHISE
Resolution No. 99-41
WHEREAS, Bresnan Telecommunications Company LLC ("Grantee")
owns, operates, and maintains a cable television system ("System") in the City of
Otsego ("Grantor") pursuant to a cable television franchise (the "Franchise") and
Grantee is the current authorized holder of the Franchise; and
WHEREAS, pursuant to the Purchase and Contribution Agreement
between among BCI (LISA), LLC, William J. Bresnan, Blackstone BC Capital
Partners, L.P., Blackstone BC Offshore Capital Partners, L.P., Blackstone Family
Investment Partnership III, L.P., TCI Bresnan LLC, TCID of Michigan, Inc.
(collectively, the "Bresnan Partners") and Charter Communications Holding
. Company, LLC ("Charter HoldCo") (the "Transferee"), dated June 29, 1999, the
Bresnan Partners desire to transfer the partnership interests of Bresnan
Communications Company Limited Partnership subject to, among other
conditions, any required approval of the Grantor with respect thereto, to Charter
(the "Transaction"); and
WHEREAS, Grantee filed a complete FCC Form 394 Application for
Franchise Authority Consent to Assignment or Transfer of Control of Cable
Television Franchise with Grantor.
WHEREAS, Grantor has duly conducted a thorough review and
investigation into the legal, technical and financial qualifications of Transferee to
own and operate the System in light of the above -referenced FCC Form 394; and
WHEREAS, all written comments and staff reports have been received,
and made a part of the record; and
WHEREAS, following the review and investigation, the Grantor has
concluded that the Transferee has established that it meets the legal, technical and
financial criteria to operate the cable television system and has satisfied all criteria
set forth in and/or under all applicable local, state and federal laws, rules and
regulations, including FCC Form 394.
NOW, THEREFORE, BE ITS RESOLVED, that in consideration of the
foregoing and the promises set forth herein, the Grantor consents to the
Transaction and further resolves as follows:
Section 1. Grantor consents to the transfer of control of cable system serving
Grantor effective upon the closing of the Transaction;
Section 2. Grantor confirms that to the best of the Franchise Authority's
knowledge: (a) the Franchise is valid and outstanding and in full
force and effect; (b) there have been no amendments or
modifications to the Franchise, except as set forth herein; (c) Grantee
is materially in compliance with the provisions of the Franchise; and
(d) there are no defaults under the Franchise, or events which, with
the giving of notice or passage of time or both, could constitute
events of default thereunder.
Section 3. Transferee may (a) assign or transfer its assets, including the
Franchise provided however, that such assignment or transfer is to a
parent or subsidiary of Transferee or another entity under direct or
. indirect control of Paul Allen; (b) restructure debt or change the
ownership interests among existing equity participants in Transferee,
and/or its affiliates; (c) pledge or grant a security interest to any
lender(s) or Transferee's assets, including but not limited to the
Franchise, or of interests in Transferee's affiliate companies, in a
transaction commonly known as an "initial public offering."
Section 4.
Section 5.
Transferee may transfer the Franchise or control related thereto to
any entity controlling, controlled by, or under common control with
Transferee. The Grantor acknowledges that any such transfer does
not trigger any right it may have to exercise any first purchase right
or other right to acquire the System.
This resolution shall be effective upon agreement by Transferee to
pay all City expenses (including attorney fees) relat to the
Transferee's request to approve the transfer.
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ADOPTED AND APPROVED 'PHIS 25TH day of OCPOBER , 1999
by the City Council of the City of Otsego, Wright County, Minnesota.
IN FAVOR: LAmy FouRNIER, MAYOR, couNcIL NIERS VIRGINIA WENDEL, SUZANNE
Aa RMAN, VERN HEIDNER AND MARK BERNING
OPPOSED:
No ONE
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