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1986-24i RESOLUTION NO. 86-24 A RESOLUTION GIVING PRELIMINARY APPROVAL TO A CHANGE OF OWNERSHIP AND OF A REFINANCING PLAN OF THE CITY'S CABLE TELEVISION FRANCHISE. WHEREAS, the City of Hppkins , Minnesota, ("City") has granted a cable television franchise ("the Franchise") to Rogers Cablesystems of Minnesota Limited Partnership ("the Grantee") pursuant to City's cable communications ordinance ("the Franchise Ordinance"); and WHEREAS, City has also adopted an ordinance (the "Relief Ordinance") intended to provide financial relief to Grantee by providing for a modification of Grantee's obligations for a period of time in order to permit refinancing of Grantee's long-term debt and to enhance its financial viability; and WHEREAS, Grantee has now proposed a refinancing plan, as contemplated by the Franchise Ordinance and the Relief Ordinance and seeks approval of such plan; and WHEREAS, Rogers Cablesystems of Minnesota, Inc. ("RCMI") is the general partner of Grantee and is a wholly-owned subsidiary of Rogers U.S. Cablesystems, Inc. ("RUSCI") and WHEREAS, the proposed refinancing calls for a change in ownership of Grantee's general partner through transfer of the ownership of the shares of RCMI from RUSCI to Rogers American Cable Corp. ("RACC"), a wholly-owned subsidiary of Rogers Cablesystems of America, Inc. ("RCA"); and WHEREAS, RCMI has represented to the Southwest Suburban Cable Communications Commission ("SWSCC"), which acts on behalf of the City on certain matters related to cable television, that in conjunction with the proposed refinancing of Grantee, RCA will make use of its line of credit from time to time as necessary to provide funds to Grantee to meet operating expenses and debt service payments; and WHEREAS, it has also been represented by Grantee to SWSCC that such transfer of stock ownership of RCMI will strengthen the financial position of RCMI and will facilitate the refinancing of Grantee's long-term debt; and WHEREAS, SWSCC has engaged the firm of Touche Ross, certified public accountants, to review this proposed transfer of stock ownership of RCMI and the proposed refinancing; and WHEREAS, Touche Ross has made an interim report to SWSCC indicating that the proposed refinancing will lighten the debt - 1 - = service burden of Grantee through a reduction of interest rates and -an extension of the loan period; and WHEREAS, Touche Ross recommend that, before final approval of such proposed refinancing and stock ownership transfer, certain additional information be provided and certain written commitments be made by RACC and RCA; and WHEREAS, RACC has indicated that it will offer to purchase the interests of all the individual limited partners of Grantee, which offer, if accepted, will also result in a change in ownership of Grantee; and WHEREAS, Minnesota Statutes Section 238.083, and Article XII of the Franchise Ordinance, require City approval of any change in ownership of Grantee; and WHEREAS, Article II, Section 4, of the Franchise Ordinance provides for a four-year extension of the Franchise if Grantee completes refinancing of its existing long-term indebtedness before December 31, 1987, and provides written evidence thereof acceptable to the City; and WHEREAS, it appears that the proposed change of ownership will not adversely affect the Grantee's subscribers; and WHEREAS, it appears that the proposed refinancing is likely to benefit Grantee and may, in turn, permit Grantee to provide better service to its subscribers than it would otherwise be able to provide. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of UeMkins , Minnesota, as follows: 1. The City herewith gives preliminary approval to the following actions: RACC; A. The transfer of the stock of RCMI from RUSCI to B. The purchase of the interests of the limited partners of Grantee by RACC; © C. The refinancing of the long-term debt of Grantee as proposed to SWSCC and as contemplated in Article II, Section 4, of the Franchise Ordinance. 2. Final approval of these actions will be considered by City, upon the occurrence of the following: A. Grantee has filed with City copies of executed loan documents evidencing that Grantee has refinanced its - 2 - • long term debt as contemplated by Article II, Section 4, of the Franchise Ordinance and as represented to SWSCC. B. RCA has given written contractual commitment to City, satisfactory to City, that it will provide financial assistance as necessary to Grantee, during the term of the refinancing loan, to enable Grantee to meet its operating expenses and debt service payments. C. Grantee, RCMI or RACC have certified to City that the ownership of the stock of RCMI has been transferred from RUSCI to RACC and that all actions incident to such transfer have been duly authorized and taken. D. RACC has executed and delivered to City an acceptance and a guarantee of RCMI's performance of the Franchise Ordinance, the Relief Ordinance and the Performance Agreement between City and Grantee, accompanied by such opinions of counsel as are required by Article XIV of the Franchise Ordinance. E. SWSCC has recommended to City that it give final approval of the actions described in paragraph 1 of this Resolution. 3. Upon final City approval of the actions described in paragraph 1 of this Resolution, the City will execute and deliver an agreement with Grantee evidencing extension of the Franchise to December 31, 1999. Dated this 20th day of May Mayor - 3 - 1986.