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No. R-92-30 • CITY OF FALCON HEIGHTS C O II N C I L R E S O L U T I O N Date: Au ust 12 1992 RESOLUTION APPROVING THE TRANSFER OF OWNERSHIP OF NORTH CENTRAL CABLE COMMUNICATIONS CORPORATION WHEREAS, Hauser Cable of Minnesota, Inc., a Delaware corporation, Hauser Cable Communications, Inc., a Delaware corporation, and Continental Cablevision of Minnesota, Inc., a Minnesota corporation (hereinafter "Transferors"), originally owned One Hundred percent (100) of the out- standing stock of North Central Cable Communications Corporation (herein- after "North Central"); and WHEREAS, North Central, by and through Group W Cable of The North Suburbs, Inc., a wholly owned subsidiary, owns, operates and maintains a cable television system in the city pursuant to the terms and conditions of city ordinance No. 193, amended by No. 0-85-11, (hereinafter "Franchise"); and WHEREAS, through an interim transaction completed on or before . December 31, 1991, Transferors' interest in the outstanding stock of North Central was modified so that the stock of Continental Cablevision of Minnesota, Inc. (hereinafter "Continental"), previously 50~, was transferred to result in Continental's ownership of 19 1/2~ of the stock with 30 1/2~ of the stock -owned by NCC Holding Co., Inc., a Massachusetts corporation (hereinafter "Holdco"), an entity in which Continental retained all voting stock and transferred non-voting stock in the holding company to Meredith/New Heritage Strategic Partners, L.P. (hereinafter "Transferee"); and WHEREAS, Transferors desire to sell and otherwise transfer all of their shares of the capital stock of North Central, together with all of the voting stock of Holdco, to Transferee, in whom Meredith/New Heritage Partnership will initially hold, as general partner, a 72.73% interest and Continental, a Limited Partner, will initially acquire a 27.27$ interest; and WHEREAS, the city has been informed that the ownership interests in Transferee, after taking into account all notes delivered as capital contributions to Transferee, will be 62.1 for Meredith/New Heritage Partnership, general partner and 37.9% for Continental Cablevision of Minnesota, Inc., Limited Partner; and WHEREAS, the Transfer Application discloses that Meredith/New Heritage Partnership, which is the general partner of Transferee and holds a 62.1 ownership interest in Transferee, may in certain circum- • stances be required to have the right to purchase the limited partnership