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CITY OF LINO LAKES
<br />RESOLUTION NO. 15-01
<br />CONDITIONALLY GRANTING CONSENT TO THE TRANSFER
<br />OF CONTROL OF CABLE TELEVISION FRANCHISE
<br />AND CABLE TELEVISION SYSTEM FROM COMCAST
<br />CORPORATION TO GREATLAND CONNECTIONS, INC.
<br />WHEREAS, the North Metro Telecommunications Commission ("NMTC"), a Joint Powers
<br />Commission comprised of the municipalities of Blaine, Centerville, Circle Pines, Ham Lake,
<br />Lexington, Lino Lakes and Spring Lake Park, Minnesota ("Member Cities"); and
<br />WHEREAS, Comcast of Minnesota, Inc., ("Franchisee") holds a franchise (the "Franchise")
<br />with each of the Member Cities to operate a cable television system (the "System") in each
<br />respective member city pursuant to a franchise ordinance (the "Franchise Ordinance"); and
<br />WHEREAS, Section 10.5.1 of the Franchise Ordinance requires the City's prior consent to a
<br />fundamental corporate change, including a merger or a change in Franchisee's parent
<br />corporation; and
<br />WHEREAS, the NMTC's Joint Powers Agreement includes the power to administer and
<br />enforce the Franchise; and
<br />WHEREAS, after a series of transfers, Comcast of Minnesota, Inc., was approved by the NMTC
<br />and/or the Member Cities as the Franchise holder, pursuant to prior transfer resolutions (the
<br />"Prior Transfer Resolutions"). The Prior Transfer Resolutions, the Franchise, the Franchise
<br />Ordinance, and the Franchise Settlement Agreement together with any applicable resolutions,
<br />codes, ordinances, acceptances, acknowledgments, guarantees, amendments, memoranda of
<br />understanding, social contracts and agreements, are collectively referred to as the "Franchise
<br />Documents;" and
<br />WHEREAS, Comcast of Minnesota, Inc., is an indirect, wholly-owned subsidiary of Comcast
<br />Corporation ("Comcast"); and
<br />WHEREAS, Comcast, as the ultimate parent corporation of Franchisee, has agreed to divest and
<br />transfer the Franchise and Cable System to Midwest Cable, Inc., in a process described in the
<br />Transfer Application (the "Proposed Transaction"); and
<br />WHEREAS, immediately following the closing of the Proposed Transaction, Midwest Cable,
<br />Inc., will be renamed GreatLand Connections, Inc., and, for the purposes of this Resolution, the
<br />transfer applicant will be referred to as "GreatLand" throughout; and
<br />WHEREAS, Comcast filed a Federal Communications Commission Form 394 with the NMTC
<br />on June 18, 2014, together with certain attached materials, which documents more fully describe
<br />the Proposed Transaction and which documents, with their attachments, contain certain
<br />promises, conditions, representations and warranties (the "Transfer Application"); and
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