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CITY OF SAINT ANTHONY VILLAGE
<br />STATE OF MINNESOTA
<br />RESOLUTION NO. 14-070
<br />A RESOLUTION CONDITIONALLY GRANTING THE CONSENT
<br />TO THE TRANSFER OF CONTROL OF THE CABLE TELEVISION FRANCHISE
<br />AND CABLE TELEVISION SYSTEM FROM
<br />COMCAST CORPORATION TO GREATLAND CONNECTIONS, INC.
<br />WHEREAS, the North Suburban Communications Commission (hereinafter the
<br />"Commission") is a Joint Powers Commission organized pursuant to Minn. Stat. § 471.59, as
<br />amended, and includes the municipalities of Arden Hills, Falcon Heights, Lauderdale, Little
<br />Canada, Mounds View, New Brighton, North Oaks, Roseville, St. Anthony, and Shoreview,
<br />Minnesota (hereinafter, the "Member Cities"); and
<br />WHEREAS, Comcast of Minnesota, Inc., ("Franchisee") holds individual franchises
<br />(collectively the "Franchise") to operate a cable television system (the "System") in the Member
<br />Cities pursuant to separate franchise ordinances (collectively the "Franchise Ordinances"); and
<br />WHEREAS, Section 10.5(a) of the Franchise Ordinance requires the Commission's prior
<br />consent to a fundamental corporate change, including a merger or a change in Franchisee's
<br />parent corporation; and
<br />WHEREAS, the Commission's Joint Powers Agreement includes the power to
<br />administer and enforce the Franchise on behalf of the Member Cities; and
<br />WHEREAS, after a series of transfers, Comcast of Minnesota, Inc., was approved by the
<br />Commission as the Franchise holder, pursuant to prior transfer resolutions (the "Prior Transfer
<br />Resolutions"). The Prior Transfer Resolutions, the Franchise, the Franchise Ordinance, and the
<br />Franchise Extension Agreement together with any applicable resolutions, codes, ordinances,
<br />acceptances, acknowledgments, guarantees, amendments, memoranda of understanding, social
<br />contracts and 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 Franchisee, has agreed to
<br />divest and transfer the Franchise and Cable System to Midwest Cable, Inc., in a process
<br />described in 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
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