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1673258v1 CITY OF MISSOULA, MONTANA RESOLUTION NUMBER 7573 APPROVING THE PROPOSED TRANSFER OF CONTROL OF BRESNAN COMMUNICATIONS, LLC TO BBHI HOLDINGS LLC, AND AN ENTITY WHOLLY OWNED BY CABLEVISION SYSTEMS CORPORATION RECITALS: WHEREAS, Bresnan Communications, LLC (“Grantee”) owns, operates and maintains a cable television system (the “System”) in the City of Missoula, Montana (“City”) pursuant to a November 3, 2003 Franchise Agreement adopted by the City as Ordinance No. 3237 (“Franchise”);and WHEREAS, pursuant to an Agreement and Plan of Merger (“Agreement”), BBHI Holdings, LLC, a Delaware limited liability company (“Acquiror”), a newly-created, wholly-owned indirect subsidiary of Cablevision Systems Corporation, a Delaware corporation (“Cablevision”), will acquire control of Bresnan Broadband Holdings, LLC, a Delaware limited liability company (which owns 100% of the ownership interests in Grantee), and, as a result, the indirect control of Grantee will change (the “Change of Control”); and WHEREAS, Grantee and Acquiror have requested the consent of the City to the Change of Control in accordance with the requirements of Section 9 of the Franchise, 5.80.060 of the Missoula Municipal Code and applicable provisions of federal law, and have filed FCC Form 394 with the City (the “Application”), and have provided the City with information to facilitate a review of the qualifications of the Grantee following the Change of Control; and WHEREAS, under applicable federal law, the Franchise, and Section 5.80.060 of the Missoula Municipal Code, the Change of Control contemplated in the Application requires the written consent of the City; and WHEREAS, the City retained Moss & Barnett, a Professional Association, to prepare a written report regarding the Change of Control for review and consideration by the City (“Report”); and WHEREAS, the City has reviewed the Report, Application and Change of Control and has determined that following completion of the Change of Control Grantee will possess the requisite legal, technical and financial qualifications to own, operate and maintain the System; and WHEREAS, Grantee has represented to the City that after the Change of Control is completed, Grantee will remain the legal entity which holds the Franchise and Grantee will continue to operate the System; and WHEREAS, Grantee has agreed to comply with the Franchise as well as with applicable law from and after the completion of the Change of Control; and WHEREAS, the City believes it is in the interest of the City to approve the Change of Control as described in the Application. NOW, THEREFORE, BE IT RESOLVED BY THE CITY OF MISSOULA MONTANA AS FOLLOWS: 1. The Franchise is in full force and effect and Grantee 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 Change of Control as contemplated in the Application, subject the following condition: Within thirty (30) days of the date of closing of the Change of Control contemplated in the Application, Grantee shall submit to City an executed Corporate Guaranty by and between Bresnan Broadband Holding, LLC as “Guarantor,” the City of Missoula, ---PAGE BREAK--- 2 1673258v1 Montana, as “Franchising Authority,” and Bresnan Communications, LLC as the “Company” or Grantee under the Franchise. The Corporate Guaranty shall be in the form reasonably consistent with Attachment A to this resolution and otherwise acceptable to the City attorney. 4. Since the Grantee remains unchanged as a result of the Change of Control, nothing in this Resolution shall be interpreted to modify or alter Grantee’s past performance under the Franchise and Grantee shall remain fully liable for any and all Franchise obligations unless specifically modified or altered by mutual written agreement of the City and Grantee. 5. By this consent the City does not waive any of Grantee’s commitments, duties and obligations under the Franchise, including any accrued and unfulfilled obligation of the Grantee, whether known or unknown, relating to the Franchise. 6. In the event the Change of Control 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 date of its passage, approval, and adoption. PASSED, ADOPTED AND APPROVED this 25th day of October, 2010. CITY OF MISSOULA, MONTANA By: John Engen John Engen Its: Mayor ATTEST: Martha L. Rehbein Martha L. Rehbein, CMC Clerk ---PAGE BREAK--- 3 1673258v1 Attachment A CORPORATE GUARANTY THIS AGREEMENT is made this day of , 2010 (this “Agreement”), among Bresnan Broadband Holdings, LLC (“Guarantor”), the City of Missoula, Montana (“Franchising Authority”), and Bresnan Communications, LLC (“Company”). WITNESSETH WHEREAS, the Franchising Authority has entered into a Franchise Agreement with the Company dated November 3, 2003 adopted by the City as Ordinance No. 3237 (“Franchise Agreement”), pursuant to which the Franchising Authority has granted the Company a Franchise, to own, operate, and maintain a cable television system (“System”); and WHEREAS, pursuant to an Agreement and Plan of Merger (“Agreement”), BBHI Holdings LLC, a newly-created, wholly-owned indirect subsidiary of Cablevision Systems Corporation, a Delaware corporation (“Cablevision”), will acquire control of Guarantor, a Delaware limited liability company (which owns 100% of the ownership interests in Grantee), and, as a result, the indirect control of Grantee will change (the “Change of Control”); and WHEREAS, Company and Guarantor have requested the consent to the Change of Control in accordance with the requirements of Section 9(5) of the Franchise Agreement; and WHEREAS, under Section 9(5) of the Franchise Agreement, Franchising Authority reserved the right to impose a guaranty requirement of any subsequent transferee of the Franchise in accordance with the provisions of such Section; WHEREAS, pursuant to Resolution dated October 2010, Franchising Authority conditioned its consent to the Change of Control on the issuance by Guarantor of a corporate guaranty guaranteeing certain obligations of Company under the Franchise Agreement; and NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, in consideration of the approval of the Change of Control, Guarantor hereby unconditionally and irrevocably agrees to provide all the financial resources necessary for the observance, fulfillment and performance of the obligations of the Company under the Franchise Agreement and also to be legally liable for performance of said obligations in case of default by or revocation or termination for default of the Franchise. This Agreement, unless terminated, substituted, or canceled, as provided herein, shall remain in full force and effect for the duration of the term of the Franchise Agreement. Upon substitution of another Guarantor reasonably satisfactory to the Franchising Authority, this Agreement may be terminated, substituted, or canceled upon thirty (30) days prior written notice from Guarantor to the Franchising Authority and the Company. Such termination shall not affect liability incurred or accrued under this Agreement prior to the effective date of such termination or cancellation. Corporate Seal: BRESNAN BROADBAND HOLDINGS, LLC Signature Type or Print Name and Title ---PAGE BREAK--- 4 1673258v1 Date