2005-085
City of Hopkins, Minnesota
Resolution No. 2005-085
Approving the Proposed Change of
Control of Time Warner
RECITALS:
1. On or about January 1, 1997, the City of Hopkins, Minnesota ("City") passed and
adopted Ordinance No. 96-790, granting a Cable Television Franchise ("Franchise"),
currently held by Time Warner Cable Inc. ("Franchisee").
2. On or about June 14, 2005, Franchisee submitted to the City FCC Form 394,
Application for Franchise Authority Consent to Assignment or Transfer of Control of
Cable Television Franchise ("Form 394").
3. Form 394 constitutes Franchisee's application to transfer the system to MOC
Holdco II, Inc. which will wholly own Cable Holdco II Inc. ("Proposed Franchisee").
4. Pursuant to a Redemption Agreement, dated April 20, 2005, by and among
Corncast Cable Communications Holdings, Inc.; MOC Holdco II, Inc.; TWE Holdings I
Trust, TWE Holdings II Trust; Cable Holdco II Inc., Time Warner Cable Inc. and other
related parties: (a) the Franchisee cable system and Franchise will be assigned to a
wholly-owned subsidiary of Franchisee, Cable Holdco II Inc. and (b) immediately
thereafter, pursuant to the same Redemption Agreement, all of the stock of Cable
Holdco II Inc. will be acquired by MOC Holdco II, Inc., an indirect wholly-owned
subsidiary of Corncast Cable Communications Holdings, Inc. The assignment and
change of control described herein shall collectively be referred to as the "Transaction."
5. Under the City's Cable Television Regulatory Ordinance ("Cable Ordinance") and
applicable law, the Transaction requires consent from the City.
803595v1
1
6. The City is a member of the Southwest Suburban Cable Commission which has
conducted a review of the Transaction and issued a recommendation that the City
approve the Transaction subject to the conditions contained herein.
7. The City has reviewed the Transaction and the legal, technical, and financial
qualifications of MOC Holdco II, Inc. and its corporate parent entities.
8. Based on information obtained and on the reports and information received by
City, including the recommendation of the Southwest Suburban Cable Commission, the
City has elected to consent to the Transaction.
NOW, THEREFORE, the City of Hopkins, Minnesota hereby resolves as follows:
1. The Franchise is in full force and effect, and Franchisee is the lawful holder of the
Franchise.
2. Each of the foregoing recitals are hereby incorporated by reference.
3. The City hereby consents and approves of the Transaction as contemplated
under the Redemption Agreement, subject to:
a. Closing of the Transaction described in information provided to the City by
Franchisee and MOC Holdco II, Inc.
b. MOC Holdco II, Inc., within thirty (30) days of the date of closing, notifying
the City in writing of the completion of the Transaction.
c. Cable Holdco II Inc., within thirty (30) days of the date of closing, providing
the City with a signed acceptance of this Resolution in the form attached hereto
and incorporated by reference.
4. The City hereby waives any right of first refusal which the City may have to
purchase the Franchise, or the cable television system serving the City, but only as
803595v1
2
such right of first refusal applies to the request for approval of the Transaction now
before the City.
5. By this consent the City does not make any representation that Franchisee is in
compliance with its obligations under the Franchise.
6. By this consent the City does not waive any of Franchisee's commitments, duties
and obligations under the Franchise, including any accrued and unfulfilled obligation of
the Franchisee, whether known or unknown, relating to the Franchise.
7. In the event the Transaction contemplated under the Redemption Agreement is
not completed, for any reason, or is modified in any material manner, the City's consent
provided hereunder shall not be effective.
This Resolution shall take effect and continue and remain in effect from and after the
e
date of its passage, approval, and adoption.
A motion to approve the foregoing Resolution No. 2005-085 was made by City Council
Member
T Oh V\ ~rn.,
'AnWQ.N\
and duly seconded by City Council
Member
The following City Council Members voted in the affirmative:
The following City Council Members voted in the negative:
Passed and adopted by the City Council for the City of Hopkins, Minnesota this
6th day of September. 2005.
By
CITY OF HOPKINS, MINNESOTA
BY:~/~
Its: may tJ2(./
803595v1
3