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interest of Continental Cablevision of Minnesota, Inc. subject to the • requirements of local, state and federal law; and WHEREAS, Meredith Cable, Inc. ("Meredith Cable"), a wholly owned subsidiary of Meredith Corporation ("Meredith"), currently holds a 54.6$ ownership interest in Transferee through its 88$ ownership of the General Partner of Transferee and has the right to acquire total ownership and management control of both the General Partner and Transferee, subject to the requirements of local, state and federal law; and WHEREAS, the interim transaction has taken place; and WHEREAS, the Transferors have requested the consent from the city to a change in ownership and control of North Central to Transferee; and WHEREAS, city has waived any right of first refusal to purchase the stock acquired by Transferee as such right of first refusal applies to the pending sale and transfer; and WHEREAS, the North Suburban Cable Communications Commission (hereinafter "Commission") has been delegated the authority and responsibility to coordinate, administer and enforce the Cable Communica- tions Franchise Ordinance on behalf of the city pursuant to the terms of a Joint and Cooperative Agreement for the Administration of a Cable Tele- vision Franchise; and WHEREAS, the Commission has held public hearings on behalf of city and has reviewed the legal, technical, character and financial qualifications of Transferee and its general partner Meredith/New Heritage Partnership and finds no reasonable basis to deny the request for transfer as a result of said review, except for those conditions listed below; and WHEREAS, the Commission has recommended to city approval of the transfer of control of North Central to Transferee subject to the actual closing of the stock sale and subject to the conditions listed below; and WHEREAS, the Commission has also recommended approval of a request by Transferee to permit the pledge as security to its lenders of the stock and assets of North Central and its subsidiaries, which would include Group W Cable of The North Suburbs, Inc.; and WHEREAS, the city does not object to such security interest in the stock and assets. NOW THEREFORE, BE IT RESOLVED, by the city council of the City of Falcon Heights that: 1. The city hereby approves the sale and transfer by Transferors of all of their shares of the capital stock of North Central, together with all of the voting stock of Holdco, subject to an actual closing of the stock • sale transaction on or before December 31, 1992, pursuant to the terms and conditions as evidenced by the Notice