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RESOLUTION NO. 4263 <br /> CITY OF MOUNDS VIEW <br /> COUNTY OF RAMSEY <br /> STATE OF MINNESOTA <br /> RESOLUTION APPROVING THE TRANSFER OF OWNERSHIP <br /> OF THE NORTH CENTRAL CABLE COMMUNICATIONS CORPORATION <br /> WHEREAS, Hauser Cable of Minnesota, Inc. , a Delaware <br /> corporation, Hauser Cable Communications, Inc. , a Delaware <br /> corporation, and Continental Cablevision of Minnesota, Inc. , a <br /> Minneso - . . . . _fit- •• - - . , . . . ' <br /> One Hundred percent (100%) of the outstanding stock of North <br /> Central Cable Communications Corporation (hereinafter "North <br /> Central") ; and <br /> WHEREAS, North Central, by and through Group W Cable of The <br /> North Suburbs, Inc. , a wholly owned subsidiary, owns, operates and <br /> maintains a cable television system in the City pursuant to the <br /> terms and conditions of City Ordinance No. 319, as amended, <br /> (hereinafter "Franchise") ; and <br /> WHEREAS, through an interim transaction completed on or before <br /> December 31, 1991, Transferors' interest in the outstanding stock <br /> of North Central was modified so that the stock of Continental <br /> Cablevision of Minnesota, Inc. (hereinafter "Continental") , <br /> previously 50%, was transferred to result in Continental's <br /> ownership of 19 1/2% of the stock with 30 1/2% of the stock owned <br /> by NCC Holding No. , Inc. , a Massachusetts Corporation (hereinafter <br /> "Holdco") , an entity in which Continental retained all voting stock <br /> and transferred non-voting stock in the holding company to <br /> Meredith/New Heritage Strategic Partners, L.P. (hereinafter <br /> "Transferee") ; and <br /> WHEREAS, Transferors desire to sell and otherwise transfer all <br /> of their shares of the capital stock of North Central, together <br /> with of the voting stock of Holdco, to Transferee, in whom <br /> Meredith/New Heritage Partnership will initially hold, as general <br /> partner, a 72.73% interest and Continental, a Limited Partner, will <br /> initially acquire a 27.27% interest; and <br /> WHEREAS, the City has been informed that the ownership <br /> interests in Transferee, after taking into account all notes <br /> delivered as capital contributions to Transferee, will be 62.1% for <br /> Meredith/New Heritage Partnership, general partner and 37.9% for <br /> Continental Cablevision of Minnesota, Inc. , Limited Partner; and <br />