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Resolution 96- 50/7 <br /> RESOLUTION CONSENTING TO THE TRANSFER OF <br /> CONTROL OF AND CERTAIN OWNERSHIP INTERESTS IN <br /> A CABLE TELEVISION FRANCHISEE TO US WEST <br /> WHEREAS, the cable television franchise(the "Franchise")of the municipality of Mounds <br /> View (the "Authority") is currently owned and operated by Group W Cable of the North Suburbs <br /> d/b/a Meredith Cable Company ("Group W"), which is owned by Meredith/New Heritage <br /> Strategic Partnership, L.P. ("MNHSP"); and <br /> WHEREAS, the general partner of MNHSP, has entered into a Purchase Agreement dated <br /> March 15, 1996 with Continental Cablevision, Inc. ("Continental") whereby Group W will be <br /> . owned by Continental (the "Meredith/Continental Agreement"); and <br /> WHEREAS, Continental will guarantee the Franchise obligations pursuant to a Corporate <br /> Guaranty; and <br /> WHEREAS, the Authority has consented to the transaction described in the <br /> Meredith/Continental Agreement; and <br /> WHEREAS, Continental intends on merging into US WEST, Inc. or a wholly owned • <br /> subsidiary of US WEST, Inc., (herein collectively known as "US WEST")pursuant to that certain <br /> Agreement and Plan of Merger dated February 27, 1996 (the "Continental/US WEST <br /> Agreement"); and <br /> WHEREAS, Group W will continue to hold the Franchise; and <br /> WHEREAS, the Authority has received a request for consent to the merger of Continental <br /> and US WEST (the "Continental/US West Merger"); and <br /> WHEREAS, no notice of breach or default under the Franchise has been issued by <br /> Authority within the past 12 months and none is outstanding; and <br /> WHEREAS, the Authority has determined that subject to certain conditions which must <br /> be met, US WEST possesses the requisite legal, technical and Pmnrial qualifications; <br /> NOW, THEREFORE, BE IT RESOLVED, that the Continental/US West Merger is <br /> hereby consented to by the Authority and permitted conditioned upon: <br /> 1. Execution and delivery of a Corporate Guaranty from US WEST, Inc. in the form <br /> attached hereto; and <br /> • <br />