RES 09-031LIJT~ .094 31
SEAT T T U T[~V
wHEREaS, CC VIII Qpexatang, LLC ~"Franchisee"~, an indirect, wholl T~owned subsidia
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of Charter Communications, Inc, ~"Charter"~, owns a cable television s stem the "S stem" in the
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City of Elk River, Minnesota the Franchise Authority"~; and
wHEREaS, Franchisee operates pursuant to a cable franchise oxdha.ance "Franchise"
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issued by the Franchising Authority; and
WHEREAS, an March 27, 2009, Chaxter and certaita of its subsidiaries filed volunta
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petitions ~ the United States Bankt~uptcy Court fox the Southern District of New York
~"Bankruptcy Court"~ seeking relief under the provisions of Cha ter ~ i of Title 1 l of the Uni
State p red
s Code in order to effectuate a fnaancial restructuringCase No. 09-~ ~ 435 ;and
WHEREAS, pursuant to the terms of agreements entered into between Charter and its ke r
bondholders, Charter's current Class A Common Stocl~ ~
and Class B Common Stock will be
cancelled and replaced with new voting stock awned by Paul G, Allen and such bondholders as
escxibed in £ili.ngs with the Bankruptcy Court the "Reorganization" , co ies of which ha~re been
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provided to the Franchise authority; and
~1HEREAS, pursuant to the Reorganization, the voting i~,terest of Charter's current
principle shareholder, Paul G. Allen and his afi"iliated entities, will be reduced from a roxim
pp ately
9~.% to 35%, and new stockholders principally certain bondholders will ac uire the remainin G5° o
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of the vob.~.g shares; and
WHEREAS, under both the Franchise and Minnesota Statutes, Section 23$.0$3 the
Franchising authority's written approval of the Reorganization is necessa ~ and
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~JHEREaS, ~ April, 2009, Charter requested the Franchisee Authori 's written a royal
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of the Reorganization by filing Federal Communicafi.ons Commission "FCC" Farm 394 and
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WHEREAS, the City has reviewed the FCC Form 394 and finds that the Reo.r anization as
described therein will not materiall im ~ g '
a y pair the legal, technical or financial ability of Charter ar
Franchisee to perform. under the terms of the Franchise,
WHEREAS, the Franchise authority has considered and a roves of the Reor aniza~.on
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described above,
S:IResolutianslCharter R~structl~ring Canser~t,DOC
New, THEREFORE, xT I~ RESQLVED A~ F~LL~'~IS;
1. The forego.i~g recitals are approved a~ad inco~ orated herein b reference,
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2. The F~a~chise Authority consents to the Reorgan.izatio~ described ~ the FCC Form 394,
3, This Resoiuti.on sha.~ be deemed effecdve upon adoption.
4, This Resoiuti.o~. shall have the force o£ a co~ti~.uing agreement and the Franchise Authori
shall n ~
of arne~d os otherwise alter ~.s Resolu~.on without tl~.e consent of the Franchisee,
5, The Franchisee remains fully subject to any liabilities or obligations under the Franchise and
state a~.d federal law regardless of when such liabilities or obligations arose,
~, The Franchis~.g Authority expressly reserves a~.d does got waive and its ri hts re ardin
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Franchise compliance regardless of whey. the acts, failures to act, or other events ivin rise
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to a~ad such compliance matters occurred,
PASSED, ADOPTED, AND APPROVED this GC" day of July, 2009,
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B r
Stephanie Kl.inz~.g, Mayor
ATTEST;
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Tina Allard, City Clerl~
S.~tesolutionslCharter Restruct~~ring Consent,DQC