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• <br /> CITY OF ST. ANTHONY <br /> RESOLUTION 92-036 <br /> A RESOLUTION APPROVING THE TRANSFER OF OWNERSHIP <br /> OF 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 /> Minnesota corporation (hereinafter "Transferors") , originally owned <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 <br /> The North Suburbs, Inc. , a wholly owned subsidiary, owns, operates <br /> and maintains a cable television system in the City (hereinafter <br /> "Franchise") pursuant to the terms and conditions of City <br /> Ordinance, as amended; and <br /> WHEREAS, through an interim transaction completed on or <br /> • before December 31, 1991, Transferors' interest in the outstanding <br /> stock of North Central was modified so that the stock of <br /> Continental Cablevision of Minnesota, Inc. (hereinafter <br /> "Continental") , previously 50%, was transferred to result in <br /> Continental's ownership of 19-1/2% of the stock with 30-1/2% of the <br /> stock owned by NCC Holding Co. , Inc. , a Massachusetts Corporation <br /> (hereinafter "Holdco") , an entity in which Continental retained all <br /> voting stock and transferred non-voting stock in the holding <br /> company to Meredith/New Heritage Strategic partners, L.P. <br /> (hereinafter "Transferee") ; and <br /> WHEREAS, Transferors desire to sell and otherwise <br /> transfer all of their shares of the capitol stock of North Central, <br /> together with all of the voting stock of Holdco, to Transferee, in <br /> whom Meredith/New Heritage Partnership will initially hold, as <br /> general partner, a 72 . 73% interest and Continental, a Limited <br /> Partner, will 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 />