Resolution 5613 - Approving Cable Franchise Change of Control-R—ESOLUTION NO. 5613
A RESOLUTION APPROVING HE CHANGE of CONTROL of THE CABLE
WHEREAS, Bresnan Communications. LLC "Franchisee") owns, operates and maintains a cable
system (the "System") in the City of Kalispell, Montana, the Franchise Authority, (the
"City" pursuant to a Cable Franchise Agreement effective January 3, 2013 may have
been duly amended, the "Franchise"); and
WHEREAS, Charter Communications Operating, LLC, an indirect subsidiary of Cher
Communications, Inc. "Charter") entered into a Purchase Agreement dated as o
February 7, 2013 (the "Agreement") with CSC moldings, LLC ("CSC"), an indirect
parent of Franchisee, pursuant to which ultimate control of the Franchisee, the System
and the Franchise will transfer to Charter (the 'Change of Control"); and
VV-H. REAS, CSC and Charter have requested consent of the City to the Change of Control, have
filed an FCC Form 394 with the City, and have provided all information required by
applicable la (collectively, the "394 Application"); and
WHEREAS, The City has reviewed the 394 Application and investigated the qualifications o
homer and finds it to be a suitable transferee.
NOW THEREFORE., BE IT RESOLVED vFr BY THE CITY COUNCIL of THE CITY of KALISPELL
AS FOLLOWS:
SECTION , The City hereby consents to the Change of Control effective as of the date o
the closing of the transactions contemplated under the Agreement (the
"Closing Date").
SECTION 2. The City confirms that the Franchise is currently in full force and effect
and the Franchisee is the duly authorized holder of the Franchise, (b) the
Franchise represents the entire understanding of the parties and Franchisee
has no obligations to the City other than those specifically stated in the Franchise,
and c Franchisee is in compliance in all material respects with the provisions
of the Franchise.
SECTION 3. The City authorizes Charter to assign or transfer the Franchise and the System
to another subsidiary of Charter and to assign or pledge, or otherwise grant or
convey one or more liens or security interests in and to the Franchise and the
System, to any lender providing financing to Charter or its affihate , in each case
without the consent of the City. The City further- authorizes internal
reorganizations of Charter and its affiliates without the consent of the City so
long as ultimate control of the Franchise and the System remains with Charter,
SECTION 4. This Resolution shaft become effective munediately upon passage by the City.
SECTION 5. TI-iis Resolution shall have the force of a continuing agreement with Franchisee
and Charter, and City shaU not arnend or otherwise alter this Resolution without the
consent of Franchisee and Charter,
PASSED AND APPROVED BY THE COY COUNCIL, AND SIGNED BY THE MAYOR OF THE
CITY OF KALISPELL THIS I SM' DAY OF ARIL, 2013.
S . Gabriel.
Council President
ATTEST:
Zzz
Theresa White
City Clerk