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AND CABLE TELEVISION SYSTEM FROM
<br />COMCAST CORPORATION TO GREATLAND CONNECTIONS, INC
<br />WHEREAS, Lake Elmo, Minnesota, ("Franchisor") is a Municipal Corporation; and
<br />WHEREAS, Corricast of Minnesota, Inc., ("Franchisee") operates a cable television
<br />system (the "System") in Lake Elmo, pursuant to a franchise agreement, a March 9, 1995
<br />Memorandum of Understanding, and the April 10, 2014 Settlement Agreement (the "Franchise
<br />Documents"); and
<br />WHEREAS, the existing franchise agreement dated November 29, 1999, expired on
<br />November 28, 2014; and
<br />WHEREAS, Section 10.5 of the Franchise requires the Franchisor's, prior consent to a
<br />sale or transfer of stock so as to create a new controlling interest under Minnesota Statutes
<br />238.083; and
<br />WHEREAS, Comeast of Minnesota, Inc., is an indirect, wholly -owned subsidiary of
<br />Comcast Corporation ("Comcast"); and
<br />WHEREAS, Comeast, as the ultimate parent corporation of Franchisee, has agreed to
<br />divest and transfer the Franchisee, following its conversion to a limited liability company, and
<br />Cable System to Midwest Cable, Inc., in a process described in the Transfer Application (the
<br />"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 Counnunications Commission Form 394 with the
<br />Franchisor on 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 ultimate ownership and control of the
<br />Franchisee and the ystern will change, and it requires the prior written approval of the
<br />Franchisor; and
<br />WHEREAS, Comcast, through its subsidiaiies, provided written responses to some of
<br />the data requests issued by the Franchisor or by the Ramsey Washington Suburban Cable
<br />Commission, including directing the representatives of the Franchisor to publicly filed and
<br />Transfer Agreement 9
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