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RESOLUTION #15-03-060
<br />A RESOLUTION CONDITIONALLY GRANTING THE CONSENT TO THE
<br />TRANSFER OF CONTROL OF THE CABLE TELEVISION GRANTEE AND CABLE
<br />TELEVISION SYSTEM FROM COMCAST CORPORATION TO GREATLAND
<br />CONNECTIONS, INC.
<br />WHEREAS, the City of Ramsey, Minnesota ("City"), is a Minnesota municipal
<br />corporation; and
<br />WHEREAS, Comcast of Minnesota, Inc., ("Grantee") holds a franchise (the
<br />"Franchise") to operate a cable television system (the "System") in the City pursuant to a
<br />franchise ordinance (the "Franchise"); and
<br />WHEREAS, Section 10.5 of the Franchise requires the City's prior consent to a
<br />fundamental corporate change, including a merger or a change in Grantee's parent corporation;
<br />and
<br />WHEREAS, the City has the authority to administer and enforce the Franchise; and
<br />WHEREAS, after a series of transfers, Comcast of Minnesota, Inc., was approved by the
<br />City as the Franchise holder, pursuant to prior transfer resolutions (the "Prior Transfer
<br />Resolutions"). The Prior Transfer Resolutions, the Franchise, and the Franchise Settlement
<br />Agreement entered by the Quad Cities Cable Communications Commission ("Commission") on
<br />behalf of the City, together with any applicable resolutions, codes, ordinances, acceptances,
<br />acknowledgments, guarantees, amendments, memoranda of understanding, social contracts and
<br />agreements, are collectively referred to as the "Franchise Documents;" and
<br />WHEREAS, Comcast of Minnesota, Inc., is an indirect, wholly-owned subsidiary of
<br />Comcast Corporation ("Comcast"); and
<br />WHEREAS, Comcast, as the ultimate parent corporation of Grantee, has agreed to divest
<br />and transfer the Franchise and Cable System to Midwest Cable, Inc., in a process described in
<br />the Transfer Application (the "Proposed Transaction"); and
<br />WHEREAS, immediately following the closing of the Proposed Transaction, Midwest
<br />Cable, Inc., will be renamed GreatLand Connections, Inc., and, for the purposes of this
<br />Resolution, the transfer applicant will be referred to as "GreatLand" throughout; and
<br />WHEREAS, Comcast filed a Federal Communications Commission Form 394 with the
<br />City on or about June 18, 2014, together with certain attached materials, which documents more
<br />fully describe the Proposed Transaction and which documents, with their attachments, contain
<br />certain promises, conditions, representations and warranties (the "Transfer Application"); and
<br />WHEREAS, under the Proposed Transaction, the Franchise and Cable System will stay
<br />with Grantee, and its ultimate parent company will be GreatLand; and
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<br />457161 RJV QU210-5
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