HomeMy WebLinkAboutResolution 5017
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RESOLUTION 96-5017
CITY OF MOUNDS VIEW
COUNTY OF RAMSEY
STATE OF MINNESOTA
RESOLUTION CONSENTING TO THE TRANSFER OF
CONTROL OF AND CERTAIN OWNERSHIP INTERESTS IN
A CABLE TELEVISION FRANCHISEE TO US WEST
WHEREAS, the cable television franchise (the "Franchise") of the municipality of Mounds
View (the "Authority") is currently owned and operated by Group W Cable of the North Suburbs
d/b/a! Meredith Cable CompmlY ("Group WOO), which is owned by MeredithlNew Heritage Strategic
Partnership, L.P. ("MNHSP"); and
WHEREAS, the general partner ofMNHSP, has entered into a Purchase Agreement dated
March 15, 1996 with Contincntal Cablevision, Inc. ("Continental") whereby Group W will be
owned by Continental (the" Meredith/Continental Agreement"); and
WHEREAS, Continental will guarantee the Franchise obligations pursuant to a Corporate
Guaranty; and
WHEREAS. the Authority has consented to the transaction described in the
Meredith/Continental Agreement; and
WHEREAS, Continental intends on merging into US WEST, Inc. Or a wholly owned
subsidiary of US WEST, Inc., (herein collcctively known as "US WEST") pursuant to that certain
Agreement and Plan of Merger dated February 27,1996 (the "ContinentallUS WEST Agreement");
and
WHEREAS, Group W will continue to hold the Franchise; and
WHEREAS, the Authority has rcceived a request for consent to the merger of Continental
and US WEST (the "Continental/US West merger"); and
WHEREAS, no notice of breech or default under the Franchise has been issued by Authority
within the past 12 months and none is outstanding; and
WHEREAS, the Authority has determined that subject to certain conditions which must be
met, US WEST possesses the requisite legal, technical and financial qualifications;
NOW, THEREFORE, BE IT RESOLVED, that the Continental/US West Merger is hereby
consented to by the Authority and pcrmittcd conditioned upon:
1. Execution and delivery of a Corporate Guaranty from US WEST, Inc. In the form
attach cd hereto; and
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2. Securing all necessary federal, state, and local government waiver, authorizations, or
approvals relating to US WEST's acquisition and operation of the system to the extent
provided by law; and
3. Reimbursement of all reasonable fees incurred in the Authority's review of the
proposed transactions; and
4. The successful closing of the Transaction described in the Continental/US WEST
Agreement.
BE IT RESOLVED FURTHER, that nothing herein shall be construed or interpreted to
constitute arty approval or disapproval of or consent or non-consent to US WEST's Petition for
Special Relief cUlTently pending before the FCC, or any other federal, state or local government
waivers, authorizations or approvals, other than that transaction delineated above.
BE IT RESOLVED FURTHER, that US WEST 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 US WEST ("Secured Party"), from time to time. Secured Party shall have no duty to
preserve the confidentiality of the information provided in the Franchise with respect to any
disclosure (a) to Secured Party's regulators, auditors or attorneys, (b) made pursuant to the order of
any governmental authority, 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 the City of Mounds View this 23 day of September, 1996
ATTEST:
(SEAL)
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Clerk Administrator
The undersigned, being the duly appointed, qualified and acting Clerk of the City of Mounds
View, Minnesota hereby certify that the foregoing Resolution No. 96-5017 is a true, COlTect and
accurate copy of Resolution No. 96-5017 duly and lawfully passed and adopted by the City of
Mounds View on the 23 day of September, 1996.
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Clerk