RES 15-48RESOLUTION NO.: 2015 - 48
CITY OF OTSEGO
COUNTY OF WRIGHT, MINNESOTA
CONSENT
WHEREAS, Charter Communications VIII Operating, LLC ("Franchisee") is the duly
authorized holder of a franchise, as amended to date (the "Franchise"), authorizing Franchisee
to operate and maintain a cable system to serve City of Otsego, MN (the "Franchise Authority");
and
WHEREAS, on May 23, 2015, Charter Communications, Inc. ("Charter
Communications"), the ultimate parent company of Franchisee, with its subsidiary CCH I, LLC
("New Charter"), entered into agreements with Advance/Newhouse Partnership ("A/N"), the
ultimate parent company of Bright House Networks, LLC ("BHN"), Time Warner Cable, Inc.
("TWC"), and Liberty Broadband Corporation ("Liberty") (collectively "the Agreements"), the
purpose of which are to effectuate the acquisition of BHN and merger with TWC ("Transaction");
and
WHEREAS, Charter Communications will merge with a subsidiary of New Charter, and
all shares of Charter Communications will be converted into shares of New Charter, and New
Charter will assume the name Charter Communications, Inc. ("Charter"); and
WHEREAS, pursuant to the Agreements, A/N, TWC shareholders, and Liberty will
acquire minority ownership interests in Charter; and
WHEREAS, the majority of Charter's Board of Directors will remain the same and its
senior management will not change as a result of the Transaction; and
WHEREAS, the actual working control of Franchisee will not change as a result of the
Transaction, and will remain with Charter; and
WHEREAS, Charter has filed an FCC Form 394 with the Franchise Authority (the
"Application"); and
WHEREAS, the Franchise Authority has considered the Application and consents to the
Transaction.
NOW, THEREFORE, BE IT RESOLVED BY THE FRANCHISE AUHTORITY AS
FOLLOWS:
The forgoing recitals are approved and incorporated herein by reference.
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, an action necessary with respect to the Transaction
and the Franchisee has been duly and validly taken.
3. Charter or the Franchisee may (a) assign, transfer, or transfer control of its assets,
including the Franchise, provided that such assignment, transfer, or transfer of control is
to an entity directly or indirectly controlling, controlled by or under common control with
Charter; (b) restructure debt or change the ownership interests among existing equity
participants in Charter; (c) pledge or grant a security interest to any lender(s) of
Charter's assets, including, but not limited to, the Franchise, or of interest in Charter, for
purposes of securing any indebtedness; and (d) sell equity interests in Charter or any of
Charter's affiliates.
4. Upon closing of the Transaction, the Franchise 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.
MOTION BY: Heidner
SECOND BY: Darkenwald
ALL IN FAVOR: Stockamp, Heidner, Darkenwald
THOSE OPPOSED: None
PASSED, ADOPTED AND APPROVED by the City Council of the City of Otsego
this 14th day of September, 2015.
ATTEST: Jcu`iv) •
Tami Loff, City Clerk
CITY OF OTSEGO
BY: -0I-Pymck
Je4dica Stockamp, Mayor