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• WHEREAS, the City does not object to such security interest in <br /> the stock and assets. <br /> NOW THEREFORE, BE IT RESOLVED, by the City Council of the City <br /> of St. Anthony that: <br /> 1. The City hereby approves the sale and transfer by <br /> Transferors of all of their shares of the capital stock <br /> of North Central, together with all of the voting stock <br /> of Holdco, subject to an actual closing of the stock sale <br /> transaction on or before December 31, 1992 , pursuant to <br /> the terms and conditions as evidenced by the Notice of <br /> Transfer to said Commission and City and all <br /> written representations from Transferors, Transferee, <br /> Meredith/New Heritage Partnership, its subsidiaries, <br /> employees, agents, partners, parent corporations and <br /> North Central, and further subject to the terms and <br /> conditions of this Resolution. <br /> 2. The City approves the pledge by Transferee, Meredith/New <br /> Heritage Partnership, and North Central as security to <br /> their lenders the stock and assets of North Central and <br /> its subsidiaries subject to the terms and conditions of <br /> this Resolution. <br /> 3 . This Resolution constitutes all action and approvals of <br /> the City necessary under the City's Franchise for the <br /> sale and transfer of control to Transferee. <br /> 4. The City's approval of the above named transfer of <br /> ownership of North Central is further conditioned upon <br /> the following: <br /> a. North Central shall have corrected all technical <br /> discrepancies in the cable system of City as <br /> delineated in the report of Communications Support <br /> Corporation (hereinafter "CSC") No. 92010. 001, and <br /> its addendum No. 92010.A01, and as represented as <br /> corrected pursuant to the letter from Mr. Kevin <br /> Griffin to Ms. Coralie Wilson dated June 17, 1992, <br /> unless otherwise qualified, below. <br /> b. North Central and the Commission shall have agreed <br /> to waive any and all alleged or existing claims for <br /> overpayment of franchise fees attributable to sales <br /> tax and/or underpayment of franchise fees as delin- <br /> eated in the Commission's audit of the gross reve- <br /> nues of North Central. North Central shall have <br /> agreed and City hereby agrees to negotiate mutually <br /> acceptable language to amend the Franchise <br /> • 3 <br />