RES 19-012 RESOLUTION NO. 19-012
A RESOLUTION consenting to the change of control of Frontier Communications
Northwest Inc.to Northwest Fiber LLC
WHEREAS, Frontier Communications Northwest Inc. ("Franchisee") is the duly authorized holder
of a franchise, as amended to date (the 'Franchise"), authorizing Franchisee to operate and maintain a cable
system to serve City of Camas (the 'Franchise Authority"); and
WHEREAS, on May 28, 2019,Northwest Fiber LLC ('Northwest Fiber") entered into an agreement
(the "Agreement") with Frontier Communications Corporation and its wholly-owned subsidiary Frontier
Communications ILEC Holdings, LLC (together "Frontier") in order to acquire control of the Franchisee,
among other Frontier controlled entities (the 'Transaction"); and
WHEREAS,pursuant to that Agreement,Franchisee will become a direct,wholly-owned subsidiary
ofNorthwest Fiber;and
WHEREAS, ultimate control of Franchisee will transfer to Northwest Fiber; and
WHEREAS, Northwest Fiber has filed an FCC Form 394 with the Franchise Authority
(the "Application");and
WHEREAS,the Franchise Authority has considered the Application and approves ofthe
Transaction.
NOW, THEREFORE,BE IT RESOLVED BY THE COUNCIL OF THE CITY OF CAMAS AS
FOLLOWS:
The foregoing recitals are approved and incorporated herein by reference.
1. The Franchise Authority consents to the Transaction.
2. The Franchise Authority confirms that the Franchise is valid and outstanding and in full force
and effect and there are no defaults under the Franchise. Subject to compliance with the terms of
this Resolution, all action necessary to approve the change of control of the Franchisee to
Northwest Fiber has been duly and validly taken.
3. Northwest Fiber or Franchisee may (a) assign, transfer, or transfer control of its assets, including
the Franchise or change the name or legal form of the Franchisee, provided that such assignment,
transfer, or transfer of control is to an entity directly or indirectly controlling,controlled by or
under common control with Northwest Fiber; (b)restructure debt or change the ownership
interests among existing equity participants in Northwest Fiber; (c)pledge or grant a security
interest to any lender(s) of Northwest Fiber's assets, including, but not limited to, the Franchise,
RES.No. 19-012
or of interest in Northwest Fiber, for purposes of securing any indebtedness; and (d) sell equity
interests in Northwest Fiber or any of Northwest Fiber's affiliates.
4. Upon closing of the Transaction,Franchisee shall remain bound by the lawful terms and
conditions of the Franchise.
5. This Resolution shall be deemed effective upon adoption.
6. This Resolution shall have the force of a continuing agreement with Franchisee, and the
Franchise Authority shall not amend or otherwise alter this Resolution without the consent
of Franchisee and Northwest Fiber.
ADOPTED by the Council of the City of Camas and approved by the Mayor this 16th day of
September,2019.
SIGNED-
ATTEST:
APPROVED as to form:
City Attorney