HomeMy WebLinkAboutCCRes_96-13Resolution 96- 13
RESOLUTION CONSENTING TO THE TRANSFER OF
• CONTROL OF AND CERTAIN OWNERSHIP INTERESTS IN
A CABLE TELEVISION FRANCHISEE TO CONTINENTAL,
WHFaE2EA.S, the cable television franchise (the "Franchise") of the municipality of Falcon
Heights (the "Authority") is currently owned and operated by Group W Cable of the North
Suburbs d/b/a Meredith Cable Company ("Group W") which is owned by Meredith/New Heritage
Strategic Partnership, L.P. ("MNHSP"); and
WHEREAS, the general partner of MNHSP has entered into a Purchase Agreement dated
March 15, 1996 with Continental Cablevision, Inc. ("Continental") whereby said general partner
is proposed to be replaced by North Central Communications Corp., Continental of Minnesota,
Inc. or Continental of St. Paul, Inc., both wholly owned subsidiaries of Continental (the
"Meredith/Continental Agreement"); and
WHEREAS, Group W will continue to hold the Franchise; and
WHEREAS, the Authority has .received a request for consent to the transfer of control
contemplated by the Meredith/Continental Agreement; and
WHEREAS, no notice of breach or default under the Franchise has been issued by
• Authority within the past 12 months and none is outstanding; and
WI~REAS, the Authority has determined that subject to certain conditions which must
be met, Continental possesses the requisite legal, technical and financial qualifications;
NOW, 'THEREFORE, BE IT RESOLVED, that the transfer contemplated by the
Meredith/Continental Agreement is hereby consented to by the Authority and permitted
conditioned upon:
1. Execution and delivery of a Corporate Guaranty from Continental Cablevision,
Inc. in the form attached hereto; and
2. Documentation that a wholly owned subsidiary of Continental Cablevision, Inc. is
duly admitted as a successor general partner pursuant to the Restated Agreement
of Limited Partnership of Meredith/New Heritage Strategic Partners, L.P. dated
December 30, 1991 or any amendment thereof; and
3. Payment of $100,000 to the North Suburban Cable Commission as required in .the
Memorandum of Understanding between the Authority and .Group W for
equipment purchases; and
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4. Reimbursement of all reasonable fees incurred in the Authority's review of the
proposed transactions; and
5. The successful closing of the transaction described in the Meredith/Continental
Agreement.
BE IT RESOLVED FURTHER, that Continental may, at any time and from time to time,
assign or grant or otherwise convey one or more liens or security interests in its assets, including
its rights, obligations and benefits in and to the Franchise (the "Collateral") to any lender
providing financing to Continental ("Secured Party"), from time to time. Secured Parry shall have
no duty to preserve the confidentiality of the information provided in the Franchise with respect
to any disclosure (a) to Secured Parry's regulators, auditors or attorneys, (b) made pursuant to the
order of any governmental authority, (c) consented to by the Authority or (d) any of such
information which was, prior to the date of such disclosure, disclosed by the Authority to any
third party and such party is not subject to any confidentiality or similar disclosure restriction with
respect to such information subject, however, to each of the terms and conditions of the Franchise.
ADOPTED by City of Falcon Heightl~s llttlay of September , 1996.
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City of Falcon Heights
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Susan L. Gehrz
Mayor
Attest:
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Clerk-Treasurer
The undersigned, being the duly appointed, qualified and acting Clerk of the City of
Falcon Heights, Minnesota hereby certify that the foregoing Resolution No. is a true,
correct and accurate copy of Resolution No. duly and lawfully passed and adopted by the
City of Falcon Heights on the day of
1996.
Clerk
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